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  4. [Form 4] Arcutis Biotherapeutics, Inc. Insider Trading Activity

Arcutis Biotherapeutics (ARQT) exec sells shares and receives new equity awards

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Arcutis Biotherapeutics executive Masaru Matsuda reported a mix of stock sales and equity awards. On March 2, 2026, he sold a total of 12,058 shares of common stock in open-market transactions at weighted average prices around $25–$26, under a Rule 10b5-1 trading plan ending on September 4, 2026. Some sales are described as covering tax withholding obligations from restricted stock unit vesting. Following these sales, he continued to hold over 130,000 shares directly.

On February 27, 2026, Matsuda received equity compensation, including 97,000 stock options and 37,000 restricted stock units. The options vest monthly over four years starting March 1, 2026, and the RSUs vest 25% annually each March 1 beginning in 2027, contingent on continued service to the company.

Positive

  • None.

Negative

  • None.
Insider Matsuda Masaru
Role See Remarks
Sold 12,058 shs ($314K)
Type Security Shares Price Value
Sale Common Stock 6,553 $25.1604 $165K
Sale Common Stock 193 $25.9139 $5K
Sale Common Stock 1,987 $25.70 $51K
Grant/Award Stock Option (right to buy) 97,000 $0.00 --
Grant/Award Common Stock 37,000 $0.00 --
Sale Common Stock 3,325 $27.95 $93K
Holdings After Transaction: Common Stock — 137,125 shares (Direct); Stock Option (right to buy) — 97,000 shares (Direct)
Footnotes (1)
  1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon vesting, in which 25% of the RSUs vest annually on March 1, (the "Vesting Commencement Date"), of each year beginning March 1, 2027, subject to the Reporting Person's continued service to the Issuer. The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on June 5, 2025, by the Reporting Person, with a plan end date of September 4, 2026. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $24.69 to $25.70, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $25.71 to $26.10, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. 1/48th of the shares subject to the option vest on each monthly anniversary measured from March 1, 2026 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 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*
Matsuda Masaru
(Last) (First) (Middle)
C/O ARCUTIS BIOTHERAPEUTICS, INC.
3027 TOWNSGATE ROAD, SUITE 300
(Street)
WESTLAKE VILLAGE CA 91361
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arcutis Biotherapeutics, Inc. [ ARQT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026
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 02/27/2026 A(1) 37,000 A $0 147,003 D
Common Stock 02/27/2026 S(2) 3,325 D $27.95 143,678 D
Common Stock 03/02/2026 S(3) 6,553 D $25.1604(4) 137,125 D
Common Stock 03/02/2026 S(3) 193 D $25.9139(5) 136,932 D
Common Stock 03/02/2026 S(2) 1,987 D $25.7 136,932 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
Stock Option (right to buy) $26.97 02/27/2026 A 97,000 (6) 02/27/2036 Common Stock 97,000 $0 97,000 D
Explanation of Responses:
1. Constitute Restricted Stock Units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon vesting, in which 25% of the RSUs vest annually on March 1, (the "Vesting Commencement Date"), of each year beginning March 1, 2027, subject to the Reporting Person's continued service to the Issuer.
2. The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted on June 5, 2025, by the Reporting Person, with a plan end date of September 4, 2026.
3. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs.
4. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $24.69 to $25.70, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $25.71 to $26.10, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
6. 1/48th of the shares subject to the option vest on each monthly anniversary measured from March 1, 2026 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer.
Remarks:
Reporting Person's title: EVP, Chief Legal Officer
/s/ Latha Vairavan, as Attorney-in-Fact for Masaru Matsuda 03/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Masaru Matsuda report for Arcutis Biotherapeutics (ARQT)?

Masaru Matsuda reported selling 12,058 shares of Arcutis common stock in open-market trades and receiving 97,000 stock options plus 37,000 restricted stock units as equity awards. All positions are held directly, reflecting routine compensation and pre-planned trading activity.

Were Masaru Matsuda’s ARQT share sales under a 10b5-1 trading plan?

Yes. The filing states the reported transactions were executed under a Rule 10b5-1 trading plan adopted on June 5, 2025, with a scheduled end date of September 4, 2026. Such plans pre-arrange trades to help separate personal decisions from non-public information.

How many ARQT shares did Masaru Matsuda sell and at what prices?

He sold 12,058 shares of Arcutis common stock in several open-market transactions. Weighted average sale prices ranged from about $24.69 up to $26.10 per share, with detailed trade-by-trade pricing available on request as noted in the filing’s footnotes.

What equity awards did Masaru Matsuda receive from Arcutis Biotherapeutics (ARQT)?

Matsuda received 97,000 stock options and 37,000 restricted stock units. The options vest monthly over four years starting March 1, 2026, while the RSUs vest 25% each March 1 beginning in 2027, all conditioned on continued service to the company.

Do any of Masaru Matsuda’s ARQT share sales relate to tax withholding?

Yes. A footnote explains that at least one reported sale represents shares sold to cover tax withholding obligations tied to vesting restricted stock units. Using share sales for tax withholding is a common administrative mechanism with equity compensation programs.

How do Masaru Matsuda’s new ARQT stock options vest over time?

The 97,000 stock options vest in 48 equal monthly installments. One forty-eighth of the grant vests each month starting March 1, 2026, so the options become fully vested and exercisable on the fourth anniversary, assuming he continues serving Arcutis Biotherapeutics.