SEC Form 4 · accession 0001863094-26-000002
Janux Therapeutics, Inc. · JANX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jake Simson
Director
Period of report
Jun 11, 2026
Accepted (ET)
Jun 12, 2026 · 8:00 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001817713
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 11, 2026 | A | 5,500 | $0.00 | A | 11,750 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2,F3 | $13.66 | Jun 11, 2026 | A | 15,500 | A | — | Jun 10, 2036 | Common Stock | 15,500 | 15,500 | D |
Explanation of responses
- F1Represents the grant of restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest on the earlier of (i) June 11, 2027 and (ii) the date of the next annual meeting of the Issuer's stockholders, in each case, subject to the Reporting Person's continuous service on such date.
- F2Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Advisor"), the Reporting Person holds the option and RSUs reported for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Person is obligated to turn over to the Advisor any net cash or stock received upon exercise of the option or settlement of the RSUs, as applicable, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Advisor. The Reporting Person therefore disclaims beneficial ownership of the option and RSUs and underlying common stock.
- F3The shares subject to the option will vest in equal monthly installments over the 12 months following June 11, 2026, provided that the shares subject to the option will in any case be fully vested on the date of the next annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service on each such date.