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Denali Therapeutics (NASDAQ: DNLI) details Baker RSU and stock option grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BAKER BROS. ADVISORS LP reported acquisition or exercise transactions in this Form 4 filing.

Denali Therapeutics Inc. director Julian C. Baker received equity-based compensation linked to Baker Brothers funds. The filing reports a grant of 6,408 restricted stock units payable in Denali common stock and 19,226 non-qualified stock options exercisable into common stock at a strike price of $19.66 per share. Both the RSUs and options vest on the earlier of June 3, 2027 or the day prior to Denali’s next annual meeting after June 3, 2026, subject to his continued board service. The transactions are reported as indirect interests of 667, L.P. and Baker Brothers Life Sciences, L.P., with Baker Bros. Advisors LP holding voting and dispositive power. Felix and Julian Baker, the adviser and its general partner all disclaim beneficial ownership beyond their indirect pecuniary interests.

Positive

  • None.

Negative

  • None.

Insights

Routine board compensation grant via Baker-affiliated funds, no open-market buying or selling.

The Form 4 shows equity awards granted to Julian C. Baker in his capacity as a director of Denali Therapeutics Inc. The awards consist of 6,408 RSUs and 19,226 non-qualified stock options with a strike price of $19.66, vesting in 2027 subject to continued service.

All positions are reported as held indirectly for the benefit of Baker Brothers funds, with Baker Bros. Advisors LP retaining voting and dispositive power. Felix and Julian Baker and related entities explicitly disclaim beneficial ownership beyond their indirect pecuniary interests, framing this as structured compensation rather than discretionary trading.

The absence of any buys or sells and the use of standard vesting and expiration terms indicate a routine compensation event. From an investment perspective this is informational rather than thesis-changing, though it modestly increases the Baker complex’s potential future exposure to Denali through options and RSUs.

Insider BAKER BROS. ADVISORS LP, 667, L.P., Baker Bros. Advisors (GP) LLC, Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role null | null | null | null | null | null
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (right to buy) 19,226 $0.00 --
Grant/Award Non- Qualified Stock Option (right to buy) 19,226 $0.00 --
Grant/Award Common Stock 6,408 $0.00 --
Grant/Award Common Stock 6,408 $0.00 --
Holdings After Transaction: Non-Qualified Stock Option (right to buy) — 19,226 shares (Indirect, See Footnotes); Non- Qualified Stock Option (right to buy) — 19,226 shares (Indirect, See Footnotes); Common Stock — 343,275 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Includes 6,408 restricted stock units (each, an "RSU") payable solely in common stock ("Common Stock") of Denali Therapeutics Inc. (the "Issuer") granted by the Issuer to Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") on June 3, 2026, pursuant to the Issuer's 2017 Equity Incentive Plan and Outside Director Compensation Policy (collectively the "Incentive Plan"). The RSUs vest on the earlier of June 3, 2027 or the day prior to the Issuer's Annual Meeting occurring after June 3, 2026, subject to Julian C. Baker's continuous service on the board of directors of the Issuer (the "Board") through such vesting date. Julian C. Baker serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board Service. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. The acquisitions of the RSUs and Stock Options reported on this form represent a single grant to Julian C. Baker of 6,408 RSUs on Table I and 19,226 Stock Options on Table II. These grants, totaling 6,408 RSUs and 19,226 Stock Options for Julian C. Baker, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. Includes beneficial ownership of 2,641 shares of Common Stock received previously from vested RSUs and 7,924 shares of Common Stock underlying unvested RSUs that were issued to Julian C. Baker in his capacity as a director of the Issuer, each of which the Funds are deemed to own a portion. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. 19,226 Stock Options exercisable solely into Common Stock were granted under the Incentive Plan to Julian C. Baker in his capacity as a director of the Issuer. The Stock Options have a strike price of $19.66 and expire on June 3, 2036. The Stock Options vest on the earlier of June 3, 2027 or the day prior to the Issuer's Annual Meeting occurring after June 3, 2026, subject to Julian C. Baker's continuous service on the Board through such vesting date.
RSU grant 6,408 RSUs Granted to Julian C. Baker on June 3, 2026
Option grant size 19,226 options Non-qualified stock options linked to Denali common stock
Option strike price $19.66 per share Exercise price for non-qualified stock options
Option expiration June 3, 2036 Expiration date of non-qualified stock options
Post-transaction indirect holding (Fund 1) 3,422,366 shares Common stock total following RSU grant for one fund
Post-transaction indirect holding (Fund 2) 343,275 shares Common stock total following RSU grant for another fund
restricted stock units financial
"Includes 6,408 restricted stock units (each, an "RSU") payable solely in common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non- Qualified Stock Option (right to buy) financial
"Non- Qualified Stock Option (right to buy) … transaction_shares 19226.0000"
pecuniary interest financial
"may be deemed to have an indirect pecuniary interest in Common Stock reported"
voting and dispositive power financial
"the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock"
2017 Equity Incentive Plan financial
"granted by the Issuer to Julian C. Baker … pursuant to the Issuer's 2017 Equity Incentive Plan"
Outside Director Compensation Policy financial
"pursuant to the Issuer's 2017 Equity Incentive Plan and Outside Director Compensation Policy"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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).
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*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Denali Therapeutics Inc. [ DNLI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/03/2026A6,408(1)A$0343,275ISee Footnotes(2)(3)(4)(5)(6)(7)(8)
Common Stock06/03/2026A6,408(1)A$03,422,366ISee Footnotes(3)(4)(5)(6)(7)(8)(9)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy)$19.6606/03/2026A19,226(10) (10)06/03/2036Common Stock19,226$019,226ISee Footnotes(2)(3)(4)(5)(6)(7)
Non- Qualified Stock Option (right to buy)$19.6606/03/2026A19,226(10) (10)06/03/2036Common Stock19,226$019,226ISee Footnotes(3)(4)(5)(6)(7)(9)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
667, L.P.
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Includes 6,408 restricted stock units (each, an "RSU") payable solely in common stock ("Common Stock") of Denali Therapeutics Inc. (the "Issuer") granted by the Issuer to Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") on June 3, 2026, pursuant to the Issuer's 2017 Equity Incentive Plan and Outside Director Compensation Policy (collectively the "Incentive Plan"). The RSUs vest on the earlier of June 3, 2027 or the day prior to the Issuer's Annual Meeting occurring after June 3, 2026, subject to Julian C. Baker's continuous service on the board of directors of the Issuer (the "Board") through such vesting date. Julian C. Baker serves on the Board as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.
2. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
3. Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board Service.
4. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.
5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
7. The acquisitions of the RSUs and Stock Options reported on this form represent a single grant to Julian C. Baker of 6,408 RSUs on Table I and 19,226 Stock Options on Table II. These grants, totaling 6,408 RSUs and 19,226 Stock Options for Julian C. Baker, are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
8. Includes beneficial ownership of 2,641 shares of Common Stock received previously from vested RSUs and 7,924 shares of Common Stock underlying unvested RSUs that were issued to Julian C. Baker in his capacity as a director of the Issuer, each of which the Funds are deemed to own a portion.
9. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
10. 19,226 Stock Options exercisable solely into Common Stock were granted under the Incentive Plan to Julian C. Baker in his capacity as a director of the Issuer. The Stock Options have a strike price of $19.66 and expire on June 3, 2036. The Stock Options vest on the earlier of June 3, 2027 or the day prior to the Issuer's Annual Meeting occurring after June 3, 2026, subject to Julian C. Baker's continuous service on the Board through such vesting date.
Remarks:
Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC is a director of Denali Therapeutics Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing06/05/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing06/05/2026
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing06/05/2026
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President06/05/2026
/s/ Felix J. Baker06/05/2026
/s/ Julian C. Baker06/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Denali Therapeutics (DNLI) report for Baker Bros. on this Form 4?

Denali Therapeutics reported equity awards linked to Baker Brothers funds, not open-market trades. Julian C. Baker received 6,408 restricted stock units and 19,226 non-qualified stock options as director compensation, all held indirectly for the benefit of Baker-affiliated investment funds.

How many RSUs and stock options tied to DNLI were granted to Julian C. Baker?

Julian C. Baker was granted 6,408 restricted stock units and 19,226 non-qualified stock options in Denali Therapeutics. These equity awards are compensation for his board service and are reported as indirect interests attributable to Baker Brothers funds under the firm’s 2017 Equity Incentive Plan.

What are the key terms of Julian C. Baker’s Denali (DNLI) stock options?

The non-qualified stock options cover 19,226 Denali shares at a strike price of $19.66 and expire on June 3, 2036. They vest on the earlier of June 3, 2027 or the day before the next annual meeting after June 3, 2026, subject to continued board service.

Do Felix and Julian Baker beneficially own the Denali Therapeutics (DNLI) shares reported?

Felix and Julian Baker may be deemed to have indirect pecuniary interests through their stakes in the Baker funds and general partners. However, they, the adviser and its general partner formally disclaim beneficial ownership beyond those pecuniary interests for Section 16 and other legal purposes.

How does this Form 4 affect Baker funds’ indirect holdings in Denali Therapeutics?

The filing shows additional RSUs and stock options reported for each Baker fund due to their indirect pecuniary interests. It increases their potential exposure through future vesting and option exercise, but reflects routine director compensation rather than new open-market accumulation or disposal of DNLI shares.