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

Dianthus EVP exercises, sells 23K shares

EVP and Head of R&D Simrat Randhawa exercised Dianthus options and sold matching common shares under a pre-set Rule 10b5-1 trading plan.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dianthus Therapeutics, Inc. (DNTH) executive Simrat Randhawa, EVP and Head of R&D, reported an exercise-and-sell transaction on September 1, 2026. Randhawa exercised stock options for 23,124 shares of common stock at exercise prices of $17.88, $21.77, and $22.07 per share, then sold 23,124 shares of common stock in multiple open-market transactions at weighted average prices around $105–$107 per share. The filing states these transactions were executed under a Rule 10b5-1 trading plan adopted on August 14, 2025. The options exercised relate to awards that vest in equal monthly installments over four years beginning January 1, 2024, May 1, 2024, and January 1, 2025, respectively.

Positive

  • None.

Negative

  • None.
Insider Randhawa Simrat
Role EVP, Head of R&D
Sold 23,124 shs ($2.46M)
Approx. gross sale proceeds $2.46M
Approx. exercise cost $477K
Approx. pre-tax spread $1.98M
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F1, F5 7,500 $0.00 $0.00
Exercise Stock Option (Right to Buy) F1, F6 6,249 $0.00 $0.00
Exercise Stock Option (Right to Buy) F1, F7 9,375 $0.00 $0.00
Exercise Common Stock F1 7,500 $17.88 $134K
Exercise Common Stock F1 6,249 $21.77 $136K
Exercise Common Stock F1 9,375 $22.07 $207K
Sale Common Stock F1, F2 2,600 $105.19 $273K
Sale Common Stock F1, F3 7,215 $106.25 $767K
Sale Common Stock F1, F4 13,309 $106.74 $1.42M
Holdings After Transaction: Stock Option (Right to Buy) — 185,952 contracts (Direct); Common Stock — 4,000 shares (Direct)
Footnotes (7)
  1. F1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 14, 2025.
  2. F2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.50 to $105.46, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
  3. F3. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $105.53 to $106.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
  4. F4. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $106.53 to $107.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
  5. F5. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
  6. F6. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after May 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
  7. F7. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
Options exercised at $17.88 7,500 shares at $17.88 per share Stock options exercised into common stock on September 1, 2026
Options exercised at $21.77 6,249 shares at $21.77 per share Stock options exercised into common stock on September 1, 2026
Options exercised at $22.07 9,375 shares at $22.07 per share Stock options exercised into common stock on September 1, 2026
Common shares sold at $105.19 2,600 shares at $105.19 per share Weighted average sale price; multiple trades from $104.50 to $105.46
Common shares sold at $106.25 7,215 shares at $106.25 per share Weighted average sale price; multiple trades from $105.53 to $106.52
Common shares sold at $106.74 13,309 shares at $106.74 per share Weighted average sale price; multiple trades from $106.53 to $107.31
Total shares sold 23,124 shares Aggregate DNTH common stock sold on September 1, 2026
10b5-1 plan adoption date August 14, 2025 Plan governing the September 1, 2026 transactions
Rule 10b5-1 trading plan regulatory
"This transaction was executed pursuant to a Rule 10b5-1 trading plan"
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 price financial
"The price reported above is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
stock option award financial
"The shares of common stock underlying this stock option award vest"
A stock option award is a grant that gives an employee the right to buy a company’s shares at a fixed price for a limited time, often becoming available gradually over a set schedule. Investors care because these awards align workers’ incentives with company performance, can increase employee loyalty, and may create future share dilution and compensation expense that affect earnings per share and shareholder value.
vest in equal monthly installments financial
"shares of common stock underlying this stock option award vest in equal monthly"

FAQ

What did DNTH executive Simrat Randhawa report in this Form 4?
Randhawa reported exercising stock options for 23,124 shares of Dianthus Therapeutics common stock and selling 23,124 shares of common stock in open-market transactions on September 1, 2026, as disclosed in the Form 4.

How many Dianthus Therapeutics (DNTH) options did Randhawa exercise and at what prices?
Randhawa exercised options covering 7,500 shares at $17.88, 6,249 shares at $21.77, and 9,375 shares at $22.07 per share, for a total of 23,124 option shares converted into common stock on September 1, 2026.

At what prices were DNTH shares sold in Randhawa’s September 1, 2026 transactions?
Shares were sold at weighted average prices of $105.19 for 2,600 shares, $106.25 for 7,215 shares, and $106.74 for 13,309 shares. Footnotes state sales occurred in multiple trades within price ranges from $104.50 to $107.31 per share.

Were Randhawa’s DNTH trades made under a Rule 10b5-1 trading plan?
Yes. A footnote states the transactions on September 1, 2026 were executed pursuant to a Rule 10b5-1 trading plan adopted on August 14, 2025, indicating the trades were pre-arranged under that plan.

What are the vesting terms of the DNTH stock options Randhawa exercised?
The footnotes state the option awards vest in equal monthly installments over four years beginning January 1, 2024, May 1, 2024, and January 1, 2025, respectively, subject to Randhawa’s continued service to Dianthus Therapeutics.

What role does Simrat Randhawa hold at Dianthus Therapeutics (DNTH)?
The Form 4 identifies Simrat Randhawa as an officer of Dianthus Therapeutics, serving as EVP, Head of R&D, making these transactions insider trades by a senior executive.

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SEC Form 4
FORM 4UNITED 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*
Randhawa Simrat
(Last)(First)(Middle)
C/O DIANTHUS THERAPEUTICS, INC.
7 TIMES SQUARE, 43RD FLOOR
(Street)
NEW YORK NEW YORK 10036
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Dianthus Therapeutics, Inc. /DE/ [ DNTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Head of R&D
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026M(1)7,500A$17.8811,500D
Common Stock09/01/2026M(1)6,249A$21.7717,749D
Common Stock09/01/2026M(1)9,375A$22.0727,124D
Common Stock09/01/2026S(1)2,600D$105.19(2)24,524D
Common Stock09/01/2026S(1)7,215D$106.25(3)17,309D
Common Stock09/01/2026S(1)13,309D$106.74(4)4,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$17.8809/01/2026M(1)7,500 (5)01/23/2034Common Stock7,500$056,776D
Stock Option (Right to Buy)$21.7709/01/2026M(1)6,249 (6)05/22/2034Common Stock6,249$041,676D
Stock Option (Right to Buy)$22.0709/01/2026M(1)9,375 (7)02/03/2035Common Stock9,375$087,500D
Explanation of Responses:
1. This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted on August 14, 2025.
2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $104.50 to $105.46, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
3. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $105.53 to $106.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
4. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $106.53 to $107.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
5. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
6. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after May 1, 2024, subject to the Reporting Person's continued service to the Issuer on each such vesting date.
7. The shares of common stock underlying this stock option award vest in equal monthly installments over the four years after January 1, 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 Simrat Randhawa09/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR