Dianthus executive exercises 20K options, sells shares

Accepted by SEC EDGAR 08/11/2026 - 05:08 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Dianthus Therapeutics executive Adam M. Veness, SVP, General Counsel and Secretary, exercised 20,000 stock options at an exercise price of $17.88 per share and sold the same number of common shares in open-market transactions at prices around $110–$111 per share. The trades on August 7 and 10, 2026 were effected under a Rule 10b5-1 trading plan adopted on March 18, 2026. The options exercised are from an award vesting in equal monthly installments over four years after January 1, 2024.

Insider Trade Summary 10b5-1

Exercise and Sale: 20,000 shares ($1.85M approx. pre-tax spread)

Exercise and Sale 7 txns

Insider Veness Adam M

Role SVP, General Counsel and Sec.

Sold 20,000 shs ($2.21M)

Approx. gross sale proceeds $2.21M

Approx. exercise cost $358K

Approx. pre-tax spread $1.85M

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) F1, F5	16,167	$0.00	$0.00
Exercise	Common Stock F1	16,167	$17.88	$289K
Sale	Common Stock F1, F4	16,167	$110.38	$1.78M
Exercise	Stock Option (Right to Buy) F1, F5	3,833	$0.00	$0.00
Exercise	Common Stock F1	3,833	$17.88	$69K
Sale	Common Stock F1, F2	3,217	$110.61	$356K
Sale	Common Stock F1, F3	616	$111.18	$68K

Holdings After Transaction: Stock Option (Right to Buy) — 60,000 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

1. F1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2026.
2. F2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $110.07 to $111.06, 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 $111.08 to $111.45, 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 $110.00 to $110.88, 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.

Key Figures

Options exercised: 20,000 shares Option exercise price: $17.88 per share Shares sold at $110.38: 16,167 shares +5 more

8 metrics

Options exercised 20,000 shares Stock options exercised into common stock on August 7 and 10, 2026

Option exercise price $17.88 per share Conversion or exercise price for stock options exercised

Shares sold at $110.38 16,167 shares Common stock sale on August 10, 2026 at weighted average $110.38

Shares sold at $110.61 3,217 shares Common stock sale on August 7, 2026 at weighted average $110.61

Shares sold at $111.18 616 shares Common stock sale on August 7, 2026 at weighted average $111.18

Total shares sold 20,000 shares Aggregate common shares sold across three sale transactions

10b5-1 plan adoption date March 18, 2026 Rule 10b5-1 trading plan governing the reported transactions

Option expiration date January 23, 2034 Expiration for the stock option award exercised in these transactions

Key Terms

Rule 10b5-1 trading plan, weighted average price, Stock Option (Right to Buy), vest in equal monthly installments, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected 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. The shares were sold"

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 (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

vest in equal monthly installments financial

"shares of common stock underlying this stock option award vest in equal monthly installments"

conversion or exercise price financial

"conversion_or_exercise_price": "17.8800""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dianthus Therapeutics (DNTH) executive Adam M. Veness report in this Form 4?

Adam M. Veness reported exercising 20,000 stock options at $17.88 per share and selling 20,000 common shares of Dianthus Therapeutics in open-market transactions on August 7 and 10, 2026.

At what prices were the DNTH shares sold by Adam M. Veness?

The reported sales covered 3,217 shares at $110.61, 616 shares at $111.18, and 16,167 shares at $110.38 per share, with footnotes stating these are weighted average prices over specified intraday ranges.

Were Adam M. Veness’s DNTH trades made under a Rule 10b5-1 plan?

Yes. A footnote states the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Adam M. Veness on March 18, 2026, indicating they followed a pre-arranged trading schedule.

How many Dianthus Therapeutics options did Adam M. Veness exercise and at what strike price?

He exercised stock options for 20,000 shares of Dianthus Therapeutics common stock at an exercise price of $17.88 per share, through two exercises covering 16,167 and 3,833 underlying shares, respectively.

What are the vesting terms of the DNTH stock options exercised by Adam M. Veness?

A footnote explains the options relate to an award whose underlying shares vest in equal monthly installments over four years after January 1, 2024, contingent on his continued service with Dianthus Therapeutics.

Does the Form 4 disclose Adam M. Veness’s remaining DNTH share or option holdings?

The reported transactions show exercise and sale activity but do not include a table of post-transaction holdings in this data, so remaining share or option positions are not detailed here.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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).

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^*

Veness Adam M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel and Sec.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2026		M(1)		3,833	A	$17.88	3,833	D
Common Stock	08/07/2026		S(1)		3,217	D	$110.61(2)	616	D
Common Stock	08/07/2026		S(1)		616	D	$111.18(3)	0	D
Common Stock	08/10/2026		M(1)		16,167	A	$17.88	16,167	D
Common Stock	08/10/2026		S(1)		16,167	D	$110.38(4)	0	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)	$17.88	08/07/2026		M(1)			3,833	(5)	01/23/2034	Common Stock	3,833	$0	76,167	D
Stock Option (Right to Buy)	$17.88	08/10/2026		M(1)			16,167	(5)	01/23/2034	Common Stock	16,167	$0	60,000	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2026.

2. The price reported above is a weighted average price. The shares were sold in multiple transactions at prices ranging from $110.07 to $111.06, 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 $111.08 to $111.45, 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 $110.00 to $110.88, 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.

	/s/ Adam Veness	08/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)