[Form 4] Denali Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lindblad Expeditions Holdings, Inc. (NASDAQ: LIND) filed an 8-K on 8 July 2025 announcing two related agreements with Natural Habitat, Inc. (NatHab) founder Ben Bressler.

• Third Amendment to Stockholders’ Agreement: the company replaced the one-time 2026 put right with a perpetual, annually exercisable put right allowing Bressler to sell his remaining NatHab interest to Lindblad at any year-end while he remains a shareholder.
• Second Amended & Restated Employment Agreement: (i) establishes a performance-based Bonus Pool tied to NatHab consolidated net profits, (ii) grants Bressler option rights that may be issued when the perpetual put is exercised, (iii) extends his employment term through 31 Dec 2028, and (iv) removes expired compensation references.

These changes secure the continued leadership of NatHab’s founder, align incentives with NatHab profitability, and give Lindblad flexible timing to acquire the remaining minority stake. However, the perpetual put and potential option issuance introduce an open-ended future cash or share outflow, which could affect capital allocation and dilution.

Positive

• Retention of key founder-operator through 2028 preserves operational continuity for NatHab, a strategic growth driver within LIND.
• Performance-based Bonus Pool aligns compensation with NatHab profitability, potentially enhancing shareholder value.

Negative

• Perpetual put right imposes an indefinite financial obligation on LIND, creating future cash flow uncertainty.
• Potential option issuance tied to put exercise could dilute existing shareholders depending on strike pricing and volume.

Insights

Corporate Governance Expert

TL;DR Perpetual put right adds ongoing obligation; extended employment secures key talent.

The perpetual put right converts a dated 2026 liquidity event into an evergreen mechanism, giving Bressler annual exit flexibility. From a governance perspective this aligns founder and parent for orderly succession but exposes Lindblad to recurring purchase-price uncertainty. Extending Bressler’s employment through 2028 mitigates execution risk in NatHab, a strategic eco-tourism asset, while profit-based bonuses and options maintain incentive alignment. Overall impact appears neutral-to-modestly positive but contingent on NatHab’s profitability and future valuation at put exercise.

Financial Analyst

TL;DR Agreement retains founder yet embeds variable future cash/share cost—valuation impact hinges on NatHab earnings.

The Bonus Pool ties compensation to NatHab net profit, which should correlate payouts with value creation. Option grants linked to the put right could dilute shareholders if issued at favorable strike prices to Bressler. The perpetual put right removes a fixed 2026 trigger, potentially smoothing cash needs but extending liability indefinitely. Investors should model scenarios for NatHab valuation, option dilution and bonus expense to gauge EPS impact. Without disclosed pricing formulas, immediate financial effect is limited; materiality arises upon eventual put exercise.

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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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^*

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)
07/09/2025

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	07/09/2025		M		455,282	A	$0.68	708,353(1)	D
Common Stock	07/09/2025		M		40,000	A	$5.28	748,353(1)	D
Common Stock	07/09/2025		S(2)		495,282	D	$15(3)	253,071(1)	D
Common Stock								2,202,604	I	See footnote(4)

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)	$0.68	07/09/2025		M			455,282	(5)	08/21/2025	Common Stock	455,282	$0	622,809	D
Stock Option (right to buy)	$5.28	07/09/2025		M			40,000	(6)	03/07/2027	Common Stock	40,000	$0	20,369	D

Explanation of Responses:

1. Includes 177,940 Unvested RSUs.

2. The sales reported by the Reporting Person were made pursuant to a previously signed/adopted 10b5-1 Selling plan dated 09/16/2024. The shares sold primarily relate to 455,282 stock options that expire on 08/21/2025.

3. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $15.00 to $15.08 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

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

5. The vesting of the shares subject to the option are contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on March 3, 2021, and 50% of the shares subject to the option will vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days.

6. 25% of the shares subject to the option will vest on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	07/11/2025
	** 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 Lindblad Expeditions (LIND) announce in the July 8 2025 8-K?

Lindblad amended its Stockholders’ Agreement to give Ben Bressler a perpetual annual put right and updated his employment contract through 2028.

How does the perpetual put right affect LIND shareholders?

It allows Bressler to sell his remaining NatHab stake to Lindblad any year, creating ongoing cash or share issuance obligations.

What is the Bonus Pool mentioned in the filing?

The Bonus Pool is a new incentive based on NatHab’s consolidated net profits, payable as a Net Profit Bonus to Bressler.

Does the employment agreement extension include equity incentives?

Yes, Bressler may receive option grants when exercising the perpetual put right, introducing potential dilution.

Until when is Ben Bressler contracted to remain with NatHab?

His employment term now runs through 31 December 2028.