[Form 4] Denali Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Denali Therapeutics insider sale to cover taxes; holdings after transaction detailed. Director and Chief Operating and Financial Officer Alexander O. Schuth sold 2,937 shares of Denali common stock on 08/12/2025 at a weighted average price between $13.35 and $13.58 per share to satisfy tax obligations from the settlement of previously vested restricted stock units. After the sale, Mr. Schuth beneficially owns 242,346 shares directly (including 128,405 unvested RSUs and 975 shares from an ESPP purchase) and 523,749 shares indirectly via The Schuth Family Trust, for which he is trustee.

Insights

Financial Analyst

TL;DR: Routine tax-sale of vested RSUs by an officer; ownership stakes remain substantial and largely unchanged.

The transaction is a common mechanics-driven sale where 2,937 shares were sold to satisfy tax withholding on vested restricted stock units. The weighted average sale price range is disclosed as $13.35 to $13.58 per share. Material ownership after the sale includes 242,346 shares held directly (noting 128,405 unvested RSUs) and 523,749 shares held indirectly in a family trust. From an investor-analysis perspective, this Form 4 documents internal compliance and does not by itself indicate a change in company strategy or operational performance.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; sale labeled as tax-related and trust holdings are clearly disclosed.

The reporting identifies the reporting person as both an officer and director and clearly discloses the nature of the sale as satisfying tax obligations tied to settled RSUs. Indirect holdings via The Schuth Family Trust and the trustee role are explicitly stated, which supports transparency around beneficial ownership. The filing includes an explicit breakdown of direct versus indirect holdings and notes additional shares acquired through the ESPP, meeting typical governance disclosure standards.

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).

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^*

Schuth Alexander O.

(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)
	COFO and Secretary

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)	242,346(3)(4)	D
Common Stock								523,749	I	See footnote(5)

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 $13.35 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. Includes 975 shares acquired under the ESPP Purchase on June 2, 2025.

5. The shares are held of record by The Schuth Family Trust U/A DTD 06/05/2017, for which the Reporting Person serves as trustee.

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.
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