Denali Therapeutics Form 4: RSU and 31,897-share option grant

Rhea-AI Filing Summary

Denali Therapeutics (DNLI) filed a Form 4 for a director equity grant. On 11/04/2025, the director received 10,632 restricted stock units at $0 and was shown beneficially owning 10,632 common shares after the transaction, held directly.

The director was also granted a stock option for 31,897 shares at an exercise price of $14.92, expiring 11/04/2034. RSUs vest in four equal annual installments from the grant date, subject to service. Options vest 25% on November 4, 2026, with the remainder vesting monthly in equal 1/48 increments thereafter.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Van Hauwermeiren Timothy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	31,897	$0.00	--
Grant/Award	Common Stock	10,632	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 31,897 shares (Direct); Common Stock — 10,632 shares (Direct)

Footnotes (1)

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. The RSU award vests over a four-year period, with 1/4th of the shares vesting on each anniversary of the grant date (or, for the last tranche that otherwise would vest on the fourth anniversary of the grant date, on such anniversary or, if earlier, on the day prior to the Company's next annual meeting of stockholders occurring after the third anniversary of the grant date), provided that he remains a non-employee director through the applicable vesting date. Includes 10,632 unvested RSUs. 25% of the shares subject to the option shall vest on November 4, 2026, and an additional 1/48 of the shares subject to the option vest each month thereafter, subject to the Reporting Person remaining a non-employee director of the Issuer through each such date

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/06/2025 - 08:16 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).

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^*

Van Hauwermeiren Timothy

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025

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	11/04/2025		A		10,632(1)	A	$0	10,632(2)	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
Stock Option (right to buy)	$14.92	11/04/2025		A		31,897		(3)	11/04/2034	Common Stock	31,897	$0	31,897	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. The RSU award vests over a four-year period, with 1/4th of the shares vesting on each anniversary of the grant date (or, for the last tranche that otherwise would vest on the fourth anniversary of the grant date, on such anniversary or, if earlier, on the day prior to the Company's next annual meeting of stockholders occurring after the third anniversary of the grant date), provided that he remains a non-employee director through the applicable vesting date.

2. Includes 10,632 unvested RSUs.

3. 25% of the shares subject to the option shall vest on November 4, 2026, and an additional 1/48 of the shares subject to the option vest each month thereafter, subject to the Reporting Person remaining a non-employee director of the Issuer through each such date

Remarks:

	/s/ Tyler Nielsen, by power of attorney	11/06/2025
	** 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

What did Denali Therapeutics (DNLI) report in this Form 4?

A director received 10,632 RSUs and a stock option for 31,897 shares, both granted on 11/04/2025.

How many RSUs were granted to the DNLI director and how do they vest?

The grant was 10,632 RSUs, vesting in four equal annual installments from the grant date, subject to continued service.

What are the key terms of the DNLI stock option grant?

The option covers 31,897 shares at an exercise price of $14.92, expiring on 11/04/2034.

What is the vesting schedule for the DNLI option?

Vesting is 25% on November 4, 2026, then 1/48 of the shares vest monthly thereafter, subject to continued board service.

How many DNLI shares are shown as beneficially owned after the transaction?

The filing shows 10,632 shares beneficially owned following the reported transaction, held directly.

Was there a purchase price for the RSUs?

The RSUs were reported at $0 per share as they are equity awards that vest over time.