Dare Bioscience (DARE) CEO subscribes to Reg A units with warrants

Rhea-AI Filing Summary

Dare Bioscience director and CEO Sabrina Martucci Johnson reported an acquisition of preferred stock and warrants tied to a Regulation A unit purchase. She subscribed on February 18, 2026 to purchase 10,800 Investor Units at $5 per Unit, with issuance to occur when the company accepts her subscription.

Each Unit includes one share of Series A Convertible Preferred Stock, initially convertible into two shares of common stock, plus two warrants, each to purchase one share of common stock. The preferred stock is perpetual, while the warrants become exercisable any time after issuance and expire 36 months after issuance, giving her long-dated, equity-linked exposure to the company.

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Equity compensation and insider-transactions analyst

CEO subscribes to Reg A units, gaining preferred stock and warrants.

The CEO of Dare Bioscience subscribed to purchase 10,800 Investor Units at $5 per unit in a Regulation A offering. Each unit bundles one share of Series A Convertible Preferred Stock and two common stock warrants, creating layered exposure to future equity value.

The preferred stock is perpetual and convertible into common shares, while the warrants are exercisable any time after issuance and expire 36 months from issuance. Actual impact depends on when the issuer accepts the subscription and whether the CEO later converts or exercises these instruments.

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
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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^*

JOHNSON SABRINA MARTUCCI

(Last) (First) (Middle)

3655 NOBEL DRIVE

SUITE 260

(Street)

SAN DIEGO CA 92122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dare Bioscience, Inc. [ DARE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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

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
Series A Convertible Preferred Stock	$2.5	02/18/2026(1)		A		10,800		(2)	(3)	Common stock	21,600	(4)	10,800	D
Common Stock Warrant (right to buy)	$4	02/18/2026(1)		A		21,600		(2)	(5)	Common stock	21,600	(4)	21,600	D

Explanation of Responses:

1. This date is the date on which the reporting person subscribed to purchase the securities. The securities will be issued at a future date when the Issuer accepts the reporting person's subscription.

2. This security is convertible or exercisable, as applicable, at any time after issuance.

3. The Series A Convertible Preferred Stock (the Preferred Stock) is perpetual and has no expiration date. The Issuer has the option to redeem the Preferred Stock and the right to require the conversion of the Preferred Stock into shares of the common stock of the Issuer (the Common Stock), in each case, subject to specified conditions.

4. The reported securities are included within 10,800 Investor Units (the Units) purchased by the reporting person in the Regulation A offering of the Issuer for $5 per Unit. Each Unit consists of one share of Preferred Stock, each of which is initially convertible into two shares of Common Stock, and two warrants, each to purchase one share of Common Stock.

5. This security expires on the 36-month anniversary of the date of issuance.

Remarks:

	/s/ Sabrina Martucci Johnson	02/20/2026
	** 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.
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FAQ

What insider transaction did Dare Bioscience (DARE) report for its CEO?

Dare Bioscience reported that its CEO, Sabrina Martucci Johnson, subscribed to purchase 10,800 Investor Units in a Regulation A offering. Each unit includes Series A Convertible Preferred Stock and two common stock warrants, increasing her potential equity exposure.

What securities are included in the Dare Bioscience CEO’s 10,800 Investor Units?

Each of the 10,800 Investor Units includes one share of Series A Convertible Preferred Stock and two warrants, each warrant to purchase one share of Dare Bioscience common stock. This structure combines preferred equity with additional upside through warrants.

At what price did Dare Bioscience’s CEO subscribe to the Investor Units?

The CEO subscribed to purchase 10,800 Investor Units at $5 per Unit in the company’s Regulation A offering. The securities will be issued at a future date when Dare Bioscience accepts her subscription agreement.

When do the Dare Bioscience warrants held by the CEO expire?

The common stock warrants acquired through the Investor Units expire on the 36‑month anniversary of their issuance date. They are exercisable at any time after issuance, providing a multi‑year window for potential exercise into Dare Bioscience common shares.

Is the Dare Bioscience Series A Convertible Preferred Stock perpetual?

Yes. The Series A Convertible Preferred Stock acquired via the Investor Units is described as perpetual with no expiration date. Dare Bioscience may redeem it or require conversion into common stock, in each case subject to specified conditions.

When will the Dare Bioscience CEO’s preferred stock and warrants be issued?

The filing states the CEO’s subscription date, but notes the securities will be issued at a future date when Dare Bioscience accepts her subscription. Until acceptance, the transaction represents a commitment to purchase rather than completed issuance.