Arcutis (ARQT) director Watanabe sells shares and receives large option, RSU awards

Rhea-AI Filing Summary

Arcutis Biotherapeutics director and officer Todd Watanabe reported a mix of stock sales and new equity awards. On March 2, 2026, he sold a total of 37,349 shares of common stock in open-market transactions at weighted average prices of $25.1606 and $25.9139 per share. A footnote states these shares were sold to cover tax withholding obligations related to vesting restricted stock units (RSUs).

On February 27, 2026, he received an option covering 266,000 shares, vesting monthly over four years starting March 1, 2026, and a grant of 102,000 RSUs, vesting 25% annually each March 1 beginning in 2027. The filing also notes additional shares held by several trusts and an LLC, for which he disclaims beneficial ownership beyond any pecuniary interest.

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).

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^*

Watanabe Todd

(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)

X	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)		102,000	A	$0	823,306	D
Common Stock	03/02/2026		S(2)		36,281	D	$25.1606(3)	787,025	D
Common Stock	03/02/2026		S(2)		1,068	D	$25.9139(4)	785,957	D
Common Stock								25,410	I	By Trust(5)
Common Stock								25,410	I	By Trust(6)
Common Stock								57,358	I	By LLC(7)
Common Stock								124,956	I	By Trust(8)

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		266,000		(9)	02/27/2036	Common Stock	266,000	$0	266,000	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 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.

3. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $24.6850 to $25.67, 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.

4. The price reported in Column 4 is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $25.70 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.

5. The securities are held of record by The John Franklin Watanabe Trust, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

6. The securities are held of record by The Anderson Prest Watanabe Irrevocable Trust, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

7. The securities are held of record by Watanabe Ventures, LLC, of which the Reporting Person is the Chief Operating Officer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

8. The securities are held of record by The Watanabe 2016 Irrevocable Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

9. 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: President and Chief Executive Officer

	/s/ Latha Vairavan, as Attorney-in-Fact for Todd Franklin Watanabe	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).
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FAQ

What insider transactions did Todd Watanabe report at Arcutis Biotherapeutics (ARQT)?

Todd Watanabe reported both sales and grants. He sold 37,349 Arcutis common shares and received a 266,000-share stock option plus 102,000 RSUs, reflecting routine tax-related selling alongside significant new equity compensation awards tied to continued service with the company.

How many Arcutis (ARQT) shares did Todd Watanabe sell and at what prices?

He sold 37,349 common shares. One block of 36,281 shares had a weighted average price of $25.1606, within a $24.6850–$25.67 range; another 1,068-share block averaged $25.9139, within a $25.70–$26.10 range, primarily to satisfy RSU tax withholding.

What new stock option grant did Todd Watanabe receive from Arcutis (ARQT)?

He received a stock option covering 266,000 Arcutis shares. One forty-eighth of the option vests monthly starting March 1, 2026, so the option becomes fully vested on the fourth anniversary, conditioned on his continued service to the company during that period.

What restricted stock unit (RSU) award did Todd Watanabe receive from Arcutis (ARQT)?

He was granted 102,000 RSUs, each convertible into one Arcutis common share upon vesting. Twenty-five percent of the RSUs vest annually on March 1 of each year, beginning March 1, 2027, so full vesting occurs over four years, subject to continued service.

Were Todd Watanabe’s Arcutis (ARQT) stock sales discretionary or tax-related?

The filing states the reported sales were made to cover tax withholding obligations from RSU vesting. Although coded as open-market sales, the footnote clarifies the primary purpose was satisfying tax requirements tied to previously awarded restricted stock units.

How are Todd Watanabe’s indirect Arcutis (ARQT) holdings structured?

Additional Arcutis shares are held by several trusts and Watanabe Ventures, LLC. The filing notes he serves as trustee or officer for these entities and explicitly disclaims beneficial ownership of those securities, except to the extent of any pecuniary interest he may have.