FNCHQ · Finch Therapeutics Group, Inc. · Insider Trading

The reported transaction represents the transfer of shares made as gifts by the Reporting Person's spouse.

The reported transaction represents the transfer of shares made as gifts by Flight Partners Management LLC ("Flight Partners"). The Reporting Person is the president of Flight Partners. Following this gift and the distributions described below, Flight Partners no longer holds any shares of the Registrant.

On March 29, 2024, the Reporting Person filed a Form 4 that inadvertently reported in Box 5 that the Reporting Person indirectly held 40,260 shares, which were held directly by Flight Partners. In fact, the Flight Partners owned 40,258 shares.

Represents the weighted-average price of shares sold by the broker on behalf of the Reporting Person's spouse. The broker sold, in the aggregate on behalf of such Reporting Person's spouse, 1,600 shares in transactions ranging from $2.56 to $2.76 with a weighted-average price of $2.61. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents the weighted-average price of shares sold by the broker on behalf of the Reporting Person. The broker sold, in the aggregate on behalf of such Reporting Person, 6,642 shares in transactions ranging from $2.48 to $2.75 with a weighted-average price of $2.57. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents the weighted-average price of shares sold by the broker on behalf of the Reporting Person. The broker sold, in the aggregate on behalf of such Reporting Person, 1,470 shares in transactions ranging from $3.63 to $3.67 with a weighted-average price of $3.64. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Includes shares previously held indirectly by Flight Partners Management LLC ("Flight Partners Capital") and are now held directly. The Reporting Person is the president of Flight Partners Capital.

On June 9, 2023, the Reporting Person filed a Form 4, which, due to administrative error, inadvertently reported that the reported stock options were granted on June 8, 2023 with a strike price of $0.285, the closing price of the issuer's common stock on such date, and expiration date of June 7, 2033. In fact, as reported in this amendment, the reported stock options were granted on June 9, 2023 with a strike price of $0.271, the closing price of the issuer's common stock on such date, and expiration date of June 8, 2033.

Twenty-five percent (25%) of the shares subject to this option shall vest on June 9, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service as of each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 8, 2023, subject to the Reporting Person continuing to provide service through each such date.

Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Represents the weighted average price of shares sold by the broker on behalf of certain employees of the company on February 21, 2023. The broker sold, in the aggregate on behalf of such employees, 21,651 shares in transactions ranging from $0.36 to $0.39 with a weighted average price of $0.38. The proceeds of all such sales were allocated to applicable employees on a pro rata basis based on the number of shares sold by such person. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Represents the weighted average price of shares sold by the broker on behalf of certain executive officers and employees of the company on October 21, 2022. The broker sold, in the aggregate on behalf of such employees, 21,137 shares in transactions ranging from $1.31 to $1.44 with a weighted average price of $1.39. The proceeds of all such sales were allocated to applicable employees on a pro rata basis based on the number of shares sold by such person. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Represents the weighted average price of shares sold by the broker on behalf of certain executive officers and employees of the company on October 21, 2022. The broker sold, in the aggregate on behalf of such employees, 21,137 shares in transactions ranging from $1.31 to $1.44 with a weighted average price of $1.39. The proceeds of all such sales were allocated to applicable employees on a pro rata basis based on the number of shares sold by such person. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

Represents restricted stock units ("RSUs"). One third (1/3) of the total number of RSUs granted vest on October 20, 2022, February 20, 2023 and June 20, 2023, subject to the Reporting Person's continued service on each applicable vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

The shares subject to this option shall vest in twelve equal monthly installments beginning on July 13, 2022, subject to the Reporting Person continuing to provide service through each such date.

Represents restricted stock units ("RSUs"). One third (1/3) of the total number of RSUs granted vest on October 20, 2022, February 20, 2023 and June 20, 2023, subject to the Reporting Person's continued service on each applicable vesting date. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

Includes shares of common stock acquired through the Employee Stock Purchase Plan.

This option vests in equal monthly installments over a four-year period commencing on February 1, 2022, subject to the Reporting Person's continuous service as of the applicable vesting date.

This option vests in equal monthly installments over a four-year period commencing on February 1, 2022, subject to the Reporting Person's continuous service as of the applicable vesting date.

This option vests in equal monthly installments over a four-year period commencing on February 1, 2022, subject to the Reporting Person's continuous service as of the applicable vesting date.

Twenty-five percent (25%) of the shares subject to the option vest on December 20, 2022, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

All shares are held indirectly by entities of which the reporting person is the manager. The reporting person has voluntarily reported the entire amount of such entities' interest. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any such securities.

One-third (1/3rd) of the shares subject to the option vest on October 1, 2022, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Twenty-five percent (25%) of the shares subject to the option vest on September 8, 2022, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

One-third (1/3rd) of the shares subject to the option vest on May 12, 2022, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

One-third (1/3rd) of the shares subject to the option vest on April 23, 2022, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person continuing to provide service through each such date.

Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by The Domenic J. Ferrante 2006 Investment Trust (the "Trust"). The Reporting Person is the trustee of the Trust.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by Flight Partners Management LLC ("Flight Partners Capital"). The Reporting Person is the president of Flight Partners Capital.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by M3 Ventures - Finch LLC ("M3 Ventures I"). The Reporting Person is the manager of M3 Ventures I.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one for one basis, has no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering.

Held directly by Crestovo Investor LLC ("Crestovo"). Mr. Shumway exercises voting and investment power with respect to the shares held by Crestovo. Mr. Shumway disclaims beneficial ownership of the shares held directly by Crestovo, except to the extent of his pecuniary interest therein.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by Flight Partners Management LLC ("Flight Partners Capital"). The Reporting Person is the president of Flight Partners Capital.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by M3 Ventures - Finch LLC ("M3 Ventures I"). The Reporting Person is the manager of M3 Ventures I.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by Flight Partners Management LLC ("Flight Partners Capital"). The Reporting Person is the president of Flight Partners Capital.

The securities are held by OMX Ventures SPV-Finch II LLC ("OMX II"). The Reporting Person is the manager of OMX II.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by M3 Ventures - Finch II LLC ("M3 Ventures II"). The Reporting Person is the manager of M3 Ventures II.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one for one basis, has no expiration date and automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering.

Held directly by Crestovo Investor LLC ("Crestovo"). Mr. Shumway exercises voting and investment power with respect to the shares held by Crestovo. Mr. Shumway disclaims beneficial ownership of the shares held directly by Crestovo, except to the extent of his pecuniary interest therein.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by Flight Partners Management LLC ("Flight Partners Capital"). The Reporting Person is the president of Flight Partners Capital.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by NBTT 2 Investments LLC ("NBTT"). The Reporting Person is the manager of NBTT.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by Flight Partners Management LLC ("Flight Partners Capital"). The Reporting Person is the president of Flight Partners Capital.

Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one-for-one basis, and had no expiration date.

The securities are held by M3 Ventures - Finch II LLC ("M3 Ventures II"). The Reporting Person is the manager of M3 Ventures II.