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Dyne CEO auto-sells 5,658 shares at $18.88

Dyne Therapeutics’ CEO reported an automatic Rule 10b5-1 tax-withholding sale of 5,658 shares and now holds over 350,000 shares directly plus additional shares in family trusts.

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dyne Therapeutics, Inc. (DYN) reported that CEO and President John Cox sold 5,658 shares of common stock on September 8, 2026 at a weighted average price of $18.88 per share. The sale was an automatic transaction to satisfy tax withholding obligations upon vesting of restricted stock units under a pre-arranged Rule 10b5-1 binding contract, and is described as not a discretionary trade. Following this sale, Cox directly holds 357,507 shares of common stock, including 239,233 unvested RSUs, and four trusts for the benefit of his children each hold 18,000 shares indirectly.

Positive

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Negative

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Insider Cox John
Role CEO & President
Sold 5,658 shs ($107K)
Type Security Shares Price Value
Sale Common Stock F1, F2, F3 5,658 $18.88 $107K
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 357,507 shares (Direct); Common Stock — 18,000 shares (Indirect, By Trust #1); Common Stock — 18,000 shares (Indirect, By Trust #2); Common Stock — 18,000 shares (Indirect, By Trust #3); Common Stock — 18,000 shares (Indirect, By Trust #4)
Footnotes (4)
  1. F1. Represents shares automatically sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the Reporting Person on December 4, 2024. The automatic sale of the Reporting Person's shares is provided for in a restricted stock unit agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the Reporting Person.
  2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $18.77 to $18.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote of this Form 4.
  3. F3. Includes 239,233 unvested RSUs.
  4. F4. These shares are held in a trust for the benefit of a child of the Reporting Person.
Shares sold 5,658 shares Automatic sale on September 8, 2026 to satisfy tax withholding
Weighted average sale price $18.88 per share Shares sold in multiple trades between $18.77 and $18.92
Direct holdings after transaction 357,507 shares Common stock held directly by John Cox after September 8, 2026 sale
Unvested RSUs included in direct holdings 239,233 RSUs Unvested restricted stock units included within 357,507 direct shares
Shares per child’s trust 18,000 shares Indirect holdings in each of four trusts for children of the reporting person
Sale price range $18.77–$18.92 per share Range of prices for the multiple transactions comprising the 5,658-share sale
restricted stock units financial
"vesting of restricted stock units granted to the Reporting Person"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"shares automatically sold by the Reporting Person to satisfy tax withholding obligations"
Rule 10b5-1 regulatory
"constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
weighted average price financial
"The price reported in Column 4 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.
affirmative defense regulatory
"consistent with the affirmative defense to liability under Rule 10b5-1"

FAQ

What insider transaction did DYN’s CEO report on this Form 4?

CEO John Cox reported an automatic sale of 5,658 shares of Dyne Therapeutics common stock on September 8, 2026 at a weighted average price of $18.88 per share, executed to cover tax withholding obligations tied to vesting restricted stock units.

Was the DYN CEO’s September 8, 2026 sale a discretionary trade?

No. The filing states the shares were automatically sold to satisfy tax withholding obligations under a restricted stock unit agreement that constitutes a “binding contract” consistent with the affirmative defense under Rule 10b5-1, and that the sale does not represent a discretionary trade.

How many DYN shares does the CEO hold after this reported transaction?

After the sale, John Cox directly holds 357,507 shares of Dyne Therapeutics common stock, which includes 239,233 unvested restricted stock units (RSUs), according to the Form 4 disclosure for September 8, 2026.

What price range were the DYN shares sold for in this Form 4 transaction?

The filing reports a weighted average price of $18.88 per share. It notes that the 5,658 shares were sold in multiple transactions at prices ranging from $18.77 to $18.92 per share, and offers to provide full breakdowns upon request.

Does the DYN CEO have additional indirect holdings reported in trusts?

Yes. Four separate trusts, each for the benefit of a child of John Cox, each hold 18,000 shares of Dyne Therapeutics common stock. These positions are reported as indirect ownership on the Form 4 dated September 8, 2026.

Are the CEO’s RSUs mentioned in this DYN Form 4 filing?

Yes. The Form 4 states that post-transaction direct holdings of 357,507 shares include 239,233 unvested RSUs, highlighting a substantial portion of the CEO’s stake is in the form of unvested restricted stock units.

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

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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*
Cox John

(Last)(First)(Middle)
C/O DYNE THERAPEUTICS, INC.
1560 TRAPELO ROAD

(Street)
WALTHAM MASSACHUSETTS 02451

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Dyne Therapeutics, Inc. [ DYN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
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 Stock09/08/2026S(1)5,658D$18.88(2)357,507(3)D
Common Stock18,000IBy Trust #1(4)
Common Stock18,000IBy Trust #2(4)
Common Stock18,000IBy Trust #3(4)
Common Stock18,000IBy Trust #4(4)
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
Explanation of Responses:
1. Represents shares automatically sold by the Reporting Person to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to the Reporting Person on December 4, 2024. The automatic sale of the Reporting Person's shares is provided for in a restricted stock unit agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the Reporting Person.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $18.77 to $18.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote of this Form 4.
3. Includes 239,233 unvested RSUs.
4. These shares are held in a trust for the benefit of a child of the Reporting Person.
/s/ Ron Caponigro, Attorney-in-Fact09/08/2026
** 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)

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