Denali Therapeutics director sells 11,439 shares

A Denali Therapeutics director reported selling 11,439 DNLI shares under a pre-arranged Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Denali Therapeutics Inc. (DNLI) reported that director Nancy Thornberry sold common stock in two open-market or private transactions on September 2, 2026. She sold 10,824 shares at a weighted average price of $22.85 per share and 615 shares at a weighted average price of $23.74 per share. The filing states these sales were effected under a Rule 10b5-1 trading plan adopted June 3, 2026 and that her holdings include 6,408 unvested RSUs after the reported transactions.

Insider Trade Summary 10b5-1

Net Seller: 11,439 shares

Net Sell 2 txns

Insider Thornberry Nancy

Role Director

Sold 11,439 shs ($262K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2, F3	10,824	$22.85	$247K
Sale	Common Stock F1, F4, F3	615	$23.74	$15K

Holdings After Transaction: Common Stock — 19,686 shares (Direct)

Footnotes (4)

1. F1. The sales reported by the Reporting Person were affected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2026.
2. F2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $22.54 to $23.52 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.
3. F3. Includes 6,408 Unvested RSUs.
4. F4. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $23.59 to $23.85 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.

Key Figures

Shares sold (larger tranche): 10,824 shares Weighted average sale price (larger tranche): $22.85 per share Shares sold (smaller tranche): 615 shares +4 more

7 metrics

Shares sold (larger tranche) 10,824 shares Common stock sold by director on September 2, 2026 at weighted average price

Weighted average sale price (larger tranche) $22.85 per share Sale of 10,824 DNLI common shares on September 2, 2026

Shares sold (smaller tranche) 615 shares Additional common stock sale by director on September 2, 2026

Weighted average sale price (smaller tranche) $23.74 per share Sale of 615 DNLI common shares on September 2, 2026

Total shares sold in filing 11,439 shares Aggregate of both reported sales by the director

Unvested RSUs held 6,408 RSUs Unvested restricted stock units included in director’s holdings after transactions

Rule 10b5-1 plan adoption date June 3, 2026 Date the trading plan governing these sales was adopted

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, Unvested RSUs, restricted stock units

4 terms

Rule 10b5-1 trading plan regulatory

"The sales ... were affected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2026."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"The sale price ... represents the weighted average sale price of the shares..."

Unvested RSUs financial

"Includes 6,408 Unvested RSUs."

restricted stock units financial

"Includes 6,408 Unvested RSUs."

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.

FAQ

What insider transaction did Denali Therapeutics (DNLI) report for Nancy Thornberry?

Denali Therapeutics reported that director Nancy Thornberry sold a total of 11,439 shares of DNLI common stock in two transactions on September 2, 2026, as disclosed in a Form 4 filing.

How many Denali Therapeutics (DNLI) shares did Nancy Thornberry sell and at what prices?

Nancy Thornberry sold 10,824 shares at a weighted average price of $22.85 per share and 615 shares at a weighted average price of $23.74 per share, all on September 2, 2026.

Were Nancy Thornberry’s DNLI share sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales by Nancy Thornberry were effected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2026, indicating they were pre-arranged under that plan.

Does Nancy Thornberry still hold equity in Denali Therapeutics (DNLI) after these sales?

Yes. The disclosure notes that her position includes 6,408 unvested RSUs (restricted stock units) after the reported sales of DNLI common stock.

What is the total number of DNLI shares sold by Nancy Thornberry in this Form 4?

Across both reported transactions, Nancy Thornberry sold a total of 11,439 shares of Denali Therapeutics common stock on September 2, 2026.

How are the reported DNLI sale prices for Nancy Thornberry’s Form 4 calculated?

For each transaction, the price shown is a weighted average sale price. For 10,824 shares it reflects prices from $22.54 to $23.52, and for 615 shares it reflects prices from $23.59 to $23.85, according to the footnotes.

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

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Available on EDGAR 09/04/2026 - 05:02 PM Accepted by SEC EDGAR 09/04/2026 - 05:02 PM 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).

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^*

Thornberry Nancy

(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)
09/02/2026

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	09/02/2026		S(1)		10,824	D	$22.85(2)	20,301(3)	D
Common Stock	09/02/2026		S(1)		615	D	$23.74(4)	19,686(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. The sales reported by the Reporting Person were affected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2026.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $22.54 to $23.52 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.

3. Includes 6,408 Unvested RSUs.

4. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $23.59 to $23.85 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.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	09/04/2026
	** 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)