STOCK TITAN

Dyne Therapeutics (DYN) CEO's tax-driven sale to cover RSU taxes

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dyne Therapeutics, Inc. CEO & President John Cox reported a sale of 4,986 shares of Common Stock on August 13, 2026 at a weighted average price of $26.28 per share. The shares were automatically sold to satisfy tax withholding obligations arising from vesting of restricted stock units granted on February 12, 2026 under a restricted stock unit agreement that constitutes a “binding contract” consistent with the affirmative defense under Rule 10b5‑1, so the transaction is not a discretionary trade. Following this sale, Cox directly holds 363,165 shares, including 248,314 unvested RSUs, and indirectly holds 18,000 shares in each of four trusts for the benefit of a child of the reporting person.

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Insights

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Insider Cox John
Role CEO & President
Sold 4,986 shs ($131K)
Type Security Shares Price Value
Sale Common Stock F1, F2, F3 4,986 $26.28 $131K
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 363,165 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 February 12, 2026. 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 $26.17 to $26.39, 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 248,314 unvested RSUs.
  4. F4. These shares are held in a trust for the benefit of a child of the Reporting Person.
Shares sold 4,986 shares Common Stock sold on August 13, 2026
Weighted average sale price $26.28 per share Average price for 4,986 shares sold; individual trades $26.17–$26.39
Direct holdings after transaction 363,165 shares Common Stock directly held by John Cox following the sale
Unvested RSUs included in direct holdings 248,314 RSUs Unvested restricted stock units included in post-transaction direct holdings
Indirect holdings per trust 18,000 shares Common Stock held in each of four trusts for a child of the reporting person
RSU grant date referenced February 12, 2026 Grant date of RSUs whose vesting triggered the tax‑withholding sale
Sale price range $26.17 to $26.39 per share Range of prices for multiple transactions comprising the reported 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
"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.
binding contract regulatory
"restricted stock unit agreement constituting a "binding contract" consistent with"

FAQ

What did Dyne Therapeutics (DYN) CEO John Cox report in this Form 4?

John Cox reported an automatic sale of 4,986 Dyne Therapeutics (DYN) shares on August 13, 2026. The sale was to cover tax withholding obligations from vesting restricted stock units and was executed under a Rule 10b5‑1 binding contract.

At what price were the Dyne Therapeutics (DYN) shares sold by John Cox?

The reported sale used a weighted average price of $26.28 per share. According to the footnote, the 4,986 shares were sold in multiple transactions at prices ranging from $26.17 to $26.39, and detailed trade data is available upon request.

How many Dyne Therapeutics (DYN) shares does John Cox hold after this transaction?

After the reported sale, John Cox directly holds 363,165 Dyne Therapeutics shares. This direct position includes 248,314 unvested restricted stock units (RSUs) that remain subject to vesting conditions under the company’s equity compensation arrangements.

Were John Cox’s Dyne Therapeutics (DYN) share sales discretionary or under a plan?

The filing states the sale was automatic under a restricted stock unit agreement that is a “binding contract” consistent with the Rule 10b5‑1 affirmative defense. It further notes the sale does not represent a discretionary trade by John Cox.

Does John Cox have indirect holdings of Dyne Therapeutics (DYN) stock through trusts?

Yes. The Form 4 reports 18,000 Dyne Therapeutics shares held in each of four separate trusts. Each trust holds shares for the benefit of a child of the reporting person, and these positions are reported as indirect ownership.

Why were Dyne Therapeutics (DYN) shares sold in connection with RSU vesting for John Cox?

The shares were sold to satisfy tax withholding obligations triggered when restricted stock units vested. Instead of paying taxes in cash, a portion of shares was automatically sold as specified in the RSU agreement, which is treated as a binding contract.

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

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Learn about SEC filing dates
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)
08/13/2026
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 Stock08/13/2026S(1)4,986D$26.28(2)363,165(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 February 12, 2026. 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 $26.17 to $26.39, 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 248,314 unvested RSUs.
4. These shares are held in a trust for the benefit of a child of the Reporting Person.
/s/ Dan Wilson, Attorney-in-Fact08/17/2026
** 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)