DNLI Form 4: Watts Reports 50,000‑Share Gift and 253,071‑Share Disposal

Rhea-AI Filing Summary

Denali Therapeutics insider report: Ryan J. Watts, President and CEO and a director, reported transactions dated 09/03/2025. He made an in-kind charitable contribution of 50,000 shares of DNLI to a donor-advised fund, and the filing also shows a disposal of 253,071 shares. Following the reported transactions, the filing shows 2,152,604 shares beneficially owned indirectly through the Watts Family 2015 Trust (Watts serves as trustee). The filing notes that 177,940 of the holdings are unvested RSUs. The form was signed by a POA on 09/05/2025.

Positive

• Charitable contribution of 50,000 shares demonstrates philanthropic activity while preserving overall indirect ownership
• Substantial indirect stake remains: 2,152,604 shares held via the Watts Family 2015 Trust, indicating ongoing alignment with shareholders
• Transparency about holdings: filing discloses trustee role and unvested RSUs (177,940), clarifying compensation structure

Negative

• Significant disposal of 253,071 shares reported on 09/03/2025, which reduces the reporting person’s direct holdings
• Total reduction of 303,071 shares (donation plus disposal) may be material in absolute terms depending on DNLI's market capitalization and average daily volume

Insights

Financial Analyst

TL;DR: Insider charitable gift plus notable share disposals reduce direct holdings but CEO retains multi‑million indirect stake.

The 09/03/2025 Form 4 discloses a 50,000‑share in‑kind donation and a separate 253,071‑share disposal by Ryan J. Watts. While donations to donor‑advised funds are non‑cash transfers, the combined reduction of 303,071 shares is meaningful in absolute terms and should be monitored relative to average trading volumes and market capitalization for potential liquidity or tax planning explanations. Indirect beneficial ownership of 2,152,604 shares via the Watts Family 2015 Trust suggests continued alignment with long‑term shareholder interests, and the presence of 177,940 unvested RSUs indicates ongoing compensation linkage to company performance.

Corporate Governance Expert

TL;DR: The filing shows standard insider reporting: gift to a donor‑advised fund and share disposals, with continued indirect ownership through a family trust.

From a governance perspective, the report is transparent about the trustee relationship and the nature of the charitable transfer. The disclosure that shares are held of record by the Watts Family 2015 Trust and that Watts serves as trustee clarifies indirect ownership lines. The mix of vested and unvested holdings (including 177,940 unvested RSUs) is typical for senior executives. No restricted‑period or Rule 10b5‑1 plan checkbox is marked in the provided text, so the filing does not explicitly indicate an affirmative defense plan for these transactions.

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^*

Watts Ryan J.

(Last) (First) (Middle)

C/O DENALI THERAPEUTICS INC.

161 OYSTER POINT BLVD.

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		G		50,000(1)	D	$0	2,152,604	I	See footnote(2)
Common Stock								253,071(3)	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

Explanation of Responses:

1. Reflects an in-kind charitable contribution of 50,000 shares of DNLI to a donor advised fund.

2. The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.

3. Includes 177,940 Unvested RSUs.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	09/05/2025
	** 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.

FAQ

What did Ryan J. Watts report on Form 4 for DNLI?

The Form 4 reports a 50,000‑share in‑kind charitable contribution253,071‑share disposal

How many DNLI shares does Ryan J. Watts beneficially own after the transactions?

The filing shows 2,152,604 shares

Are any of Ryan Watts’s shares unvested?

Yes. The filing discloses that 177,940

What is the nature of the 50,000‑share transfer?

The 50,000‑share transfer is described as an in‑kind charitable contribution of DNLI shares to a donor‑advised fund.

Who signed the Form 4 and when?

The Form 4 was signed by Tyler Nielsen, by power of attorney, on 09/05/2025.