Immunome Inc. (NASDAQ: IMNM) disclosed that Philip Tsai, the company's Chief Technical Officer, acquired restricted stock units and employee stock options in a transaction dated July 23, 2026. The grant comprised 38,250 restricted stock units and 76,500 stock options exercisable at $22.01 per share. This equity compensation package reflects the company's approach to retaining senior technical leadership as it advances its pipeline and operations.
Key Points
- NASDAQ: IMNM
- Chief Technical Officer Philip Tsai received 38,250 restricted stock units vesting 25% annually over four years
- Grant includes 76,500 employee stock options with an exercise price of $22.01 per share and a ten-year expiration date
- Options vest 25% on July 23, 2027, with remaining shares vesting monthly thereafter subject to continuous service
- Following the transaction, Tsai beneficially owns 81,550 common shares directly
Restricted Stock Unit Award Details and Vesting Schedule
The filing discloses that Philip Tsai received 38,250 restricted stock units as part of his compensation arrangement with Immunome. These units represent contingent rights to receive shares of common stock upon settlement. According to the reporting documents, the vesting structure for these RSUs follows a standard four-year schedule in which 25 percent of the units will vest and settle into common stock on each anniversary of the grant date. The vesting is contingent on Tsai's continuous service with the company through each respective vesting date, a common structure for equity compensation in the biotechnology and pharmaceutical sectors.
The RSU grant represents a significant component of Tsai's total equity compensation package. As of the transaction date on July 23, 2026, the filing shows these units were acquired at no monetary cost to the reporting person, with the company bearing the full value of the award. The delayed vesting schedule across four years aligns the executive's interests with long-term company performance and encourages retention of experienced technical leadership. This approach is increasingly standard among publicly traded life sciences companies seeking to maintain stability in critical positions.
Employee Stock Option Grant and Exercise Terms
Concurrent with the RSU award, Tsai received 76,500 employee stock options with an exercise price of $22.01 per share. The options were granted on July 23, 2026, and carry an expiration date of July 22, 2036, providing a ten-year window for potential exercise. This strike price and grant structure provide Tsai with upside participation if Immunome's stock appreciates above the $22.01 level during the option term. The immediate share price impact was not clear from available public information contained in the filing.
The vesting schedule for these options differs slightly from the RSU arrangement. The filing indicates that 25 percent of the shares subject to the options will vest on July 23, 2027, exactly one year from the grant date. After this initial cliff vesting, the remaining shares vest monthly, with one thirty-sixth of the remaining shares vesting each month thereafter. This structure also requires Tsai's continuous service through each vesting date. The monthly vesting cadence following the first anniversary provides gradual equity participation while maintaining service-based conditions typical of executive retention plans.
Philip Tsai's Beneficial Ownership Position
Following the completion of the transactions reported in this filing, Philip Tsai beneficially owns 81,550 shares of Immunome common stock on a direct basis. The filing indicates this amount represents his beneficial ownership position after all reported transactions have been executed. This ownership stake reflects both the common stock that has already settled from prior equity awards and potentially any previously held shares. The company did not disclose the price per share at which Tsai may have acquired any previously held shares.
Tsai's direct ownership position provides him with a financial interest aligned with shareholder returns. His role as Chief Technical Officer, combined with a meaningful equity stake, positions him as both an executive responsible for technical strategy and a shareholder with exposure to the outcomes of that strategy. The filing confirms that all of Tsai's beneficial ownership is held in direct form rather than through indirect ownership structures or trusts.
Chief Technical Officer Role and Reporting Obligations
The filing establishes Philip Tsai's position as Chief Technical Officer at Immunome, making him subject to Section 16 reporting obligations under the Securities Exchange Act of 1934. These reporting requirements apply to officers, directors, and significant shareholders of publicly traded companies, requiring disclosure of changes in their beneficial ownership. The Form 4 filing was completed and signed on July 27, 2026, three business days after the July 23, 2026 transaction date, which falls within the standard two-business-day reporting window.
As Chief Technical Officer, Tsai holds responsibility for the company's technical direction, likely including research and development initiatives, scientific strategy, and operational technical functions. This position places him among the company's most senior leadership. The equity compensation package disclosed in this filing reflects the company's recognition of the importance of retaining experienced technical leadership in the biotechnology space, where specialized expertise in research and development can be critical to competitive positioning.
Grant Pricing and No-Cost Acquisition Terms
The filing discloses that both the restricted stock units and the employee stock options were granted at no cost to the reporting person. For the RSUs, the acquisition price is listed as $0, indicating that Tsai received these units as a direct grant rather than through a purchase transaction. Similarly, the employee stock options show a derivative security price of $0, reflecting the grant nature of the award. This is standard practice for executive and employee equity compensation arrangements at publicly traded companies.
The absence of any purchase price paid by Tsai for either award reflects typical equity compensation structures where the company awards options and RSUs to employees and executives as incentive compensation. The economic value of the awards derives from the spread between the strike price and market price for options, and from the full value of shares for RSUs once vested. The $22.01 exercise price for the options represents the company's implicit valuation consideration at the time of grant.
Direct Ownership Structure and Custody Arrangements
The filing confirms that all securities acquired in this transaction are held in direct ownership form by Philip Tsai. The "D" designation in the ownership form column indicates direct beneficial ownership rather than indirect ownership through entities, trusts, or other structures. Tsai's beneficial ownership of 81,550 shares following the transactions is maintained in direct form. This direct ownership structure simplifies the beneficial ownership reporting and reflects straightforward personal ownership of company equity.
The filing was executed by Sandra Stoneman, identified as attorney-in-fact for the reporting person. This signature arrangement is common in corporate filings where an authorized representative signs on behalf of the executive. The use of an attorney-in-fact does not alter the beneficial ownership status or reporting obligations; Tsai remains the beneficial owner of all securities reported in the filing, and the equity awards remain subject to the vesting conditions and other terms disclosed.
Continuous Service Conditions and Vesting Contingencies
Both the RSU award and the employee stock option grant are subject to continuous service requirements through respective vesting dates. For the RSUs, 25 percent of the units vest annually over four years, contingent on Tsai remaining employed through each anniversary date. Any termination of employment prior to a vesting date would generally result in forfeiture of unvested units, a standard protective mechanism for employers. The filing specifies these vesting conditions without providing details about potential acceleration events or treatment in change-of-control scenarios.
The stock options similarly require continuous service for vesting. The initial 25 percent cliff vests on July 23, 2027, one year from grant, provided Tsai remains continuously employed. The subsequent monthly vesting of one thirty-sixth of the remaining shares extends the vesting period to approximately three years following the initial cliff. This extended vesting schedule ties equity value realization directly to ongoing employment tenure, creating incentives for retention beyond the initial grant. The filing does not specify whether any acceleration or forfeiture provisions apply in circumstances such as termination with cause, without cause, or voluntary resignation.
Transaction Date and Regulatory Filing Timeline
The underlying equity transactions occurred on July 23, 2026, with the Form 4 disclosure filed with the SEC on July 27, 2026. This four-day interval represents typical timing for insider reporting, with companies and their counsel preparing and filing the required disclosures within the regulatory window. The filing documents the earliest transaction date as July 23, 2026, with no indication of additional transaction dates or amendments to prior filings. The deemed execution date field was left blank, indicating that all transactions were settled contemporaneously.
The transaction code "A" listed in the filing indicates acquisition of securities by the reporting person. No dispositions or sales of securities were reported in connection with this equity grant. The filing represents a complete accounting of Tsai's beneficial ownership changes resulting from this compensation award, providing investors and market participants with full transparency regarding insider equity position changes at the company.
Investor Considerations and Transparency Implications
The disclosure of this equity grant to Immunome's Chief Technical Officer provides investors with insight into the company's compensation practices and retention strategies for senior technical talent. The substantial size of the award—38,250 RSUs and 76,500 options—suggests meaningful allocation of equity value to this key leadership position. The four-year vesting schedule for RSUs and extended monthly vesting for options indicate the company's commitment to longer-term retention and continuity in the CTO role. Investors tracking insider ownership and compensation practices can use this filing to understand how the company allocates equity incentives among its leadership team.
The $22.01 exercise price for the stock options establishes a reference point for market conditions at the time of grant. Investors analyzing insider confidence and equity valuation perception may consider the relationship between this strike price and the current trading price of Immunome common stock at the time of grant announcement. The filing documents a discrete equity transaction without forward-looking statements or management guidance regarding the company's strategic direction or anticipated performance. The immediate share price impact was not clear from available public information in this disclosure.



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