Denali (DNLI) Form 4: Carole Ho Reports Tax-Related Share Sales

Rhea-AI Filing Summary

Denali Therapeutics (DNLI) insider sale by Chief Medical Officer Carole Ho. The filing reports two open-market sales executed on 08/12/2025 and 08/13/2025 of a combined 3,743 shares, at weighted average prices ranging roughly from $13.34 to $14.64 per share, to satisfy tax obligations related to the settlement of previously vested restricted stock units. After the transactions, the reporting person directly beneficially owned 216,585 shares. The filing also discloses indirect holdings of 183,219 shares held by the Rohatgi-Ho Family 2009 Revocable Trust and 25,000 shares held by The Rohatgi-Ho Irrevocable GST Trust for the benefit of the reporting person’s children. The sales on 08/12/2025 were S-code disposals with a weighted average reported sale price up to $13.58 and were effected pursuant to a Rule 10b5-1 trading plan adopted on December 11, 2024.

Insights

Corporate Governance Expert

TL;DR Insider sales were small, tax-driven disposals executed under a 10b5-1 plan, with substantial remaining direct and indirect holdings.

The Form 4 discloses routine tax-related sales of 3,743 shares by the Chief Medical Officer, implemented under a pre-established Rule 10b5-1 trading plan dated December 11, 2024. The filing clearly separates direct ownership post-sale (216,585 shares) from material indirect holdings (183,219 and 25,000 shares in family trusts). From a governance perspective, using a 10b5-1 plan and reporting tax-withholding sales is standard practice and preserves the affirmative defense to insider trading allegations. The filing provides transparent identification of trusts and trustee role, which supports proper disclosure of indirect beneficial ownership.

Securities Analyst

TL;DR The transactions are modest disposals to cover taxes and do not materially alter insider ownership concentration based on disclosed balances.

The reported disposals total 3,743 shares sold across two dates at weighted average prices reported between $13.34 and $14.64. These sales were to satisfy tax obligations tied to vesting of RSUs; the filing notes 128,405 unvested RSUs remain included in reported totals. Post-transaction direct beneficial ownership is 216,585 shares, with additional indirect holdings in family trusts totaling 208,219 shares. The presence of substantial combined holdings suggests continuity of insider exposure to company equity despite the small sale sizes. The clarity on price ranges and the offer to provide detailed per-price quantities on request enhances the filing’s completeness.

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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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^*

Ho Carole

(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)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		S(1)		2,937	D	$13.58(2)	217,391(3)	D
Common Stock	08/13/2025		S(4)		806	D	$14.64	216,585(3)	D
Common Stock								183,219	I	See footnote(5)
Common Stock								25,000	I	See footnote(6)

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 restricted stock units.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $13.34 to $13.58 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 128,405 Unvested RSUs.

4. The sales reported by the Reporting Person were affected pursuant to a Rule 10b5-1 trading plan adopted December 11, 2024.

5. The shares are held of record by the Rohatgi-Ho Family 2009 Revocable Trust, for which Reporting Person serves as trustee.

6. The shares are held of record by The Rohatgi-Ho Irrevocable GST Trust for the benefit of the Reporting Person's children.

Remarks:

	/s/ Tyler Nielsen, by power of attorney	08/14/2025
	** 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

Why did DNLI Chief Medical Officer Carole Ho sell shares on 08/12/2025 and 08/13/2025?

The Form 4 states the shares were sold to satisfy tax obligations related to the settlement of previously vested restricted stock units.

Were these sales part of a pre-arranged plan for DNLI (ticker DNLI)?

Yes. The filing notes the sales on 08/13/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted December 11, 2024.

How many shares did Carole Ho own after the reported transactions?

After the reported transactions the filing shows 216,585 shares directly beneficially owned by the reporting person.

Does Carole Ho have additional indirect holdings in DNLI?

Yes. The filing discloses 183,219 shares held by the Rohatgi-Ho Family 2009 Revocable Trust and 25,000 shares held by The Rohatgi-Ho Irrevocable GST Trust for her children.

What price range were the sold shares reported at?

The sale prices reported span a weighted average range from approximately $13.34 to $13.58 for the 08/12/2025 sales and $14.64 for the 08/13/2025 sale; the filer offers to provide per-price quantities on request.