Aclaris (ACRS) CEO nets stock from RSU vesting and tax withholding

Rhea-AI Filing Summary

Aclaris Therapeutics CEO Walker Neal reported equity compensation activity involving restricted stock units and common stock. On February 3, 2026, 63,475 restricted stock units were converted into 63,475 shares of common stock at an exercise price of $0.

To cover tax withholding related to this vesting, 18,611 shares of common stock were withheld by the company at a price of $3.47 per share. After these transactions, Neal directly owned 1,543,886 shares of common stock and 190,425 restricted stock units, which vest in four equal annual installments starting on February 3, 2025, subject to continuous service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Walker Neal

(Last) (First) (Middle)

C/O ACLARIS THERAPEUTICS, INC.

701 LEE ROAD, SUITE 103

(Street)

WAYNE PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ ACRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		M		63,475	A	(1)	1,562,497	D
Common Stock	02/03/2026		F(2)		18,611	D	$3.47	1,543,886	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/03/2026		M			63,475	(3)	(3)	Common Stock	63,475	$0	190,425	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

2. The transaction reported represents the withholding of shares by the issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of restricted stock units described in this Form 4.

3. The shares underlying these restricted stock units vest in four equal installments on the first, second, third and fourth anniversaries of February 3, 2025, subject to the Continuous Service (as defined in the Plan) of the Reporting Person as of each such date.

	/s/ Matthew Rothman, Attorney-in-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Aclaris Therapeutics (ACRS) report for its CEO?

Aclaris Therapeutics reported that CEO Walker Neal had 63,475 restricted stock units convert into common shares. In connection with this vesting, shares were also withheld to satisfy tax obligations, and his resulting direct holdings were updated in the filing.

How many Aclaris (ACRS) shares does CEO Walker Neal hold after this Form 4?

After the reported transactions, CEO Walker Neal directly holds 1,543,886 shares of Aclaris common stock. He also beneficially owns 190,425 restricted stock units, which represent rights to receive common shares as they vest over time, subject to continuous service.

What does the 63,475 restricted stock unit transaction mean for ACRS?

The 63,475 restricted stock units converted into an equal number of Aclaris common shares at a zero exercise price. This reflects equity compensation vesting for the CEO rather than an open-market purchase or sale, and is part of his previously granted stock awards.

Why were 18,611 Aclaris (ACRS) shares withheld in this Form 4 filing?

The 18,611 Aclaris shares were withheld by the company at $3.47 per share to cover CEO Walker Neal’s tax withholding obligations. These obligations arose from the vesting and settlement of the restricted stock units reported in the same Form 4 filing.

How do the CEO’s restricted stock units in ACRS vest over time?

The restricted stock units vest in four equal annual installments on the first, second, third, and fourth anniversaries of February 3, 2025. Vesting is conditioned on the CEO’s continuous service under the company’s plan as of each applicable anniversary date.

Was the ACRS CEO’s Form 4 transaction an open-market stock trade?

No, the filing shows equity award activity rather than a typical market trade. Shares came from the vesting and settlement of restricted stock units at a zero exercise price, with a portion of shares withheld to satisfy tax withholding requirements, not sold on an exchange.