Denali Therapeutics (DNLI) officer sells shares for RSU tax payment

Rhea-AI Filing Summary

Denali Therapeutics Inc. officer Alexander O. Schuth, the company’s COFO and Secretary, reported a sale of common stock. On 01/06/2026, he sold 17,218 shares of Denali common stock at $16.5 per share, with the filing stating that the sale was made to satisfy his tax obligations related to the settlement of previously vested restricted stock units (RSUs). After this transaction, he beneficially owned 282,828 shares directly, which the filing notes includes 141,100 unvested RSUs. The filing also reports 523,749 shares held indirectly through The Schuth Family Trust U/A DTD 06/05/2017, for which he serves as trustee.

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).

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^*

Schuth Alexander O.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		S(1)		17,218	D	$16.5	282,828(2)	D
Common Stock								523,749	I	See footnote(3)

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. Shares sold to satisfy the tax obligations by the Reporting Person in connection with the settlement of previously vested RSUs.

2. Includes 141,100 Unvested RSUs.

3. The shares are held of record by The Schuth Family Trust U/A DTD 06/05/2017, for which the Reporting Person serves as trustee.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	01/08/2026
	** 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.

FAQ

What insider transaction did Alexander O. Schuth report for DNLI?

Alexander O. Schuth reported selling 17,218 shares of Denali Therapeutics Inc. common stock on 01/06/2026 at a price of $16.5 per share.

Why were shares of Denali Therapeutics Inc. (DNLI) sold in this Form 4?

The filing states that the 17,218 shares were sold to satisfy tax obligations in connection with the settlement of previously vested RSUs held by the reporting person.

How many Denali Therapeutics (DNLI) shares does Alexander O. Schuth own after the reported sale?

Following the transaction, he beneficially owned 282,828 shares directly and 523,749 shares indirectly through a family trust, according to the filing.

Does Alexander O. Schuth hold unvested RSUs in Denali Therapeutics (DNLI)?

Yes. The filing notes that his direct holdings of 282,828 shares include 141,100 unvested RSUs in Denali Therapeutics Inc.

How are some of Alexander O. Schuth’s DNLI shares held indirectly?

The filing reports 523,749 shares held by The Schuth Family Trust U/A DTD 06/05/2017, for which he serves as trustee.

What is Alexander O. Schuth’s role at Denali Therapeutics Inc. (DNLI)?

He is identified as an officer of Denali Therapeutics Inc., with the title COFO and Secretary, in the Form 4.