[Form 4] Dianthus Therapeutics, Inc. /DE/ Insider Trading Activity

Rhea-AI Filing Summary

Marino Garcia, who serves as CEO and President and a director of Dianthus Therapeutics, Inc. (DNTH), was awarded a stock option on 09/30/2025 to purchase 120,000 shares of the company's common stock at an exercise price of $39.35 per share. The option is exercisable through 09/30/2035 and will vest in equal monthly installments over the four years following the grant, subject to the reporting person’s continued service. After the grant the reporting person beneficially owns 120,000 shares underlying the option on a direct basis.

Positive

• 120,000–share option aligns CEO incentives with long‑term shareholder value
• Option vests in equal monthly installments over 4 years, promoting retention

Negative

• Exercise price of $39.35 may limit immediate intrinsic value if market price is below that level
• Potential future dilution of 120,000 shares if options are exercised

Insights

Corporate Governance Expert

TL;DR: CEO granted 120,000 options at $39.35, vesting monthly over four years.

This grant is a standard executive equity award: 120,000 option shares with a $39.35 exercise price and a 10-year term to 09/30/2035. The option vests in equal monthly installments over four years, linking long-term executive incentives to continued service.

Because the award is held directly by the reporting person, it increases their potential equity stake if exercised. The vesting schedule is a clear, monitorable milestone for future insider ownership changes.

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

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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^*

Garcia Marino

(Last) (First) (Middle)

C/O DIANTHUS THERAPEUTICS, INC.

7 TIMES SQUARE, 43RD FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dianthus Therapeutics, Inc. /DE/ [ DNTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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)	$39.35	09/30/2025		A		120,000		(1)	09/30/2035	Common Stock	120,000	$0	120,000	D

Explanation of Responses:

1. The shares of common stock underlying this stock option award will vest in equal monthly installments over the four years after September 30, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

	/s/ Adam Veness, as attorney-in-fact for Marino Garcia	10/03/2025
	** 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 transaction did DNTH insider Marino Garcia report on Form 4?

The Form 4 reports a grant of a stock option to purchase 120,000 shares at an exercise price of $39.35 with an expiration of 09/30/2035.

How does the option vest for Marino Garcia at DNTH (ticker: DNTH)?

The option vests in equal monthly installments over four years following the 09/30/2025 grant date, contingent on continued service.

What is Marino Garcia's ownership following the reported transaction for DNTH?

Following the reported transaction, Marino Garcia beneficially owns the underlying 120,000 shares on a direct basis.

What is the term of the option granted to the DNTH CEO?

The option has an exercise price of $39.35 and an expiration date of 09/30/2035, giving it a 10‑year term from the grant date.

Was the Form 4 filed jointly or by one reporting person for DNTH?

The Form 4 indicates it was filed by one reporting person.