Denali director granted RSUs and stock options

Denali Therapeutics Inc. director Jay T. Flatley reported new equity awards in the form of common stock and stock options.

Rhea-AI Filing Summary

Denali Therapeutics Inc. director Jay T. Flatley reported new equity awards in the form of common stock and stock options. He received 6,408 Restricted Stock Units (RSUs), each representing a contingent right to one share of common stock, with 100% of the RSUs vesting on the earlier of the one-year anniversary of the grant date or the day before the next annual stockholder meeting.

Flatley was also granted a stock option for 19,226 shares of common stock at an exercise price of $19.66 per share, vesting on the same schedule and expiring on June 3, 2036. Following these grants, he holds 22,628 shares directly, including 6,408 unvested RSUs, and 336,313 shares indirectly through The Flatley Family Trust, for which he serves as trustee. The filing does not show any open-market purchases or sales.

Insider Trade Summary

Grant/Award: 25,634 shares

Grant/Award 3 txns

Insider FLATLEY JAY T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	19,226	$0.00	$0.00
Grant/Award	Common Stock	6,408	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 19,226 contracts (Direct); Common Stock — 22,628 shares (Direct); Common Stock — 336,313 shares (Indirect, See footnote)

Footnotes (4)

1. F1. Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right to receive one share of common stock of the Issuer. 100% of the RSUs shall vest upon the earlier of (i) the one year anniversary of the grant date or (ii) the day preceding the Issuer's next annual meeting of stockholders occurring after the grant date.
2. F2. Includes 6,408 unvested RSUs.
3. F3. The shares are held of record by The Flatley Family Trust, for which the Reporting Person serves as a trustee.
4. F4. 100% of the shares subject to the option shall vest upon the earlier of (i) the one year anniversary of the grant date or (ii) the day preceding the Issuer's next annual meeting of stockholders occurring after the grant date.

Key Figures

RSU grant: 6,408 RSUs Option grant size: 19,226 shares Option exercise price: $19.66 per share +3 more

6 metrics

RSU grant 6,408 RSUs Common stock RSUs granted to director on June 3, 2026

Option grant size 19,226 shares Stock option covering common stock granted June 3, 2026

Option exercise price $19.66 per share Stock option exercise price for 19,226 shares

Option expiration June 3, 2036 Expiration date of the granted stock option

Direct holdings after grant 22,628 shares Common stock held directly following the reported transactions

Indirect trust holdings 336,313 shares Common stock held by The Flatley Family Trust

Key Terms

Restricted Stock Unit ("RSU"), contingent right, unvested RSUs, Stock Option (right to buy), +2 more

6 terms

Restricted Stock Unit ("RSU") financial

"Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right..."

contingent right financial

"and a contingent right to receive one share of common stock of the Issuer."

unvested RSUs financial

"Includes 6,408 unvested RSUs."

Stock Option (right to buy) financial

"Security title: Stock Option (right to buy)"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

trustee financial

"The shares are held of record by The Flatley Family Trust, for which the Reporting Person serves as a trustee."

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Denali Therapeutics (DNLI) director Jay T. Flatley receive?

Jay T. Flatley received 6,408 Restricted Stock Units and a stock option for 19,226 shares at $19.66 per share. Both awards vest in full after about one year or before the next annual stockholder meeting, depending on which occurs first.

How do the new RSUs for Denali Therapeutics (DNLI) director vest?

The 6,408 RSUs vest 100% on the earlier of the one-year anniversary of the grant date or the day before Denali Therapeutics’ next annual stockholder meeting. Once vested, each RSU converts into one share of common stock for the director.

What are the terms of Jay T. Flatley’s new stock option at Denali Therapeutics (DNLI)?

Flatley’s new stock option covers 19,226 shares of Denali Therapeutics common stock at a $19.66 exercise price. The option vests fully on the same schedule as the RSUs and expires on June 3, 2036, if not exercised earlier under its terms.

How many Denali Therapeutics (DNLI) shares does Jay T. Flatley hold after these grants?

After the grants, Flatley holds 22,628 shares of Denali Therapeutics common stock directly, including 6,408 unvested RSUs. He also has indirect ownership of 336,313 shares held by The Flatley Family Trust, where he serves as trustee.

Were there any open-market stock purchases or sales by the Denali Therapeutics (DNLI) director?

The Form 4 reports grants of RSUs and a stock option but no open-market purchases or sales. The transactions are coded as awards, indicating compensation-related equity grants rather than discretionary buying or selling in the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:46 PM EDT Learn about SEC filing dates

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
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^*

FLATLEY JAY T

(Last) (First) (Middle)

C/O DENALI THERAPEUTICS INC.

161 OYSTER POINT BLVD.

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(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)

X	Director		10% 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)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/03/2026		A		6,408(1)	A	$0	22,628(2)	D
Common Stock								336,313	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
Stock Option (right to buy)	$19.66	06/03/2026		A		19,226		(4)	06/03/2036	Common Stock	19,226	$0	19,226	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU") and a contingent right to receive one share of common stock of the Issuer. 100% of the RSUs shall vest upon the earlier of (i) the one year anniversary of the grant date or (ii) the day preceding the Issuer's next annual meeting of stockholders occurring after the grant date.

2. Includes 6,408 unvested RSUs.

3. The shares are held of record by The Flatley Family Trust, for which the Reporting Person serves as a trustee.

4. 100% of the shares subject to the option shall vest upon the earlier of (i) the one year anniversary of the grant date or (ii) the day preceding the Issuer's next annual meeting of stockholders occurring after the grant date.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)