Enanta (NASDAQ: ENTA) CEO Luly nets stock from PSU and TSR awards

Rhea-AI Filing Summary

Enanta Pharmaceuticals President and CEO Jay R. Luly, who is also a director, reported equity award activity in Enanta common stock. On February 12, 2026, he acquired 4,800 shares through performance share units tied to 2024-2025 R&D milestones and 15,200 shares from a relative total stockholder return unit award, both at no cash price. On the same date, 6,155 shares were automatically withheld and forfeited at $14.25 per share to cover tax obligations from these vestings. After these transactions, he directly beneficially owned 871,871 shares of Enanta common stock.

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^*

Luly Jay R.

(Last) (First) (Middle)

C/O ENANTA PHARMACEUTICALS, INC.

4 KINGSBURY AVENUE

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENANTA PHARMACEUTICALS INC [ ENTA ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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
Common Stock	02/12/2026		A		4,800(1)	A	$0	862,826	D
Common Stock	02/12/2026		A		15,200(2)	A	$0	878,026	D
Common Stock	02/12/2026		F		6,155(3)	D	$14.25	871,871	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

Explanation of Responses:

1. Represents shares of Enanta common stock issued under performance share units ("PSUs") that vested as a result of performance against two-year research and development milestones in the calendar 2024-2025 period as determined by the Compensation Committee of Enanta's Board of Directors, and then settled with the issuance of the shares of Enanta common stock on February 12, 2026.

2. Represents shares of Enanta common stock issued under a relative total stockholder return unit ("rTSRU") award that was subject to performance-vesting restrictions based on the relative total stockholder return of Enanta's common stock in relation to the total stockholder return of the component companies in the Nasdaq Biotech Index over the same 60-day calendar periods two years apart. The performance level was determined by the Compensation Committee of Enanta's Board of Directors and the rTSRU settled with the issuance of the shares of Enanta common stock on February 12, 2026.

3. Represents the number of shares of common stock automatically forfeited by the reporting person to cover withholding taxes due as a result of settlement of the PSU and rTSRU awards.

	/s/ Matthew Kowalsky as attorney-in-fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ENTA CEO Jay R. Luly report on February 12, 2026?

Jay R. Luly reported equity award vesting and related tax withholding on February 12, 2026. He acquired 4,800 shares from performance share units and 15,200 shares from a relative TSR unit award, with 6,155 shares withheld to satisfy tax liabilities.

How many ENTA shares does CEO Jay R. Luly own after the reported Form 4 transactions?

After the reported transactions, Jay R. Luly directly beneficially owned 871,871 shares of Enanta Pharmaceuticals common stock. This reflects shares received from performance-based awards, net of 6,155 shares automatically forfeited to cover withholding taxes on the February 12, 2026 settlements.

Were ENTA shares on this Form 4 bought or sold on the open market?

The Form 4 shows no open-market purchases or sales. Shares were acquired at zero price via performance-based stock awards, and 6,155 shares were automatically withheld and forfeited at $14.25 per share solely to cover withholding taxes on those vesting events.

What performance conditions triggered ENTA’s PSU award for CEO Jay R. Luly?

The performance share units vested based on research and development milestones over the 2024-2025 calendar period. Enanta’s Compensation Committee determined performance against these two-year milestones, leading to settlement of 4,800 common shares on February 12, 2026 for Jay R. Luly.

How was the ENTA relative TSR unit (rTSRU) award measured for vesting?

The rTSRU award vested based on Enanta’s relative total stockholder return versus companies in the Nasdaq Biotech Index. Performance was measured over the same 60-day calendar periods two years apart, with the Compensation Committee determining the level and settling 15,200 shares on February 12, 2026.

Why were 6,155 ENTA shares forfeited in Jay R. Luly’s Form 4 filing?

The 6,155 Enanta shares were automatically forfeited to cover withholding taxes from the settlement of the PSU and rTSRU awards. This tax-withholding disposition used shares valued at $14.25 each, rather than a separate cash payment, and reduced the net shares retained.