Enanta Pharmaceuticals (ENTA) CSO nets PSU and rTSRU share awards

Rhea-AI Filing Summary

Enanta Pharmaceuticals’ Chief Scientific Officer Or Yat Sun reported equity compensation activity. On February 12, 2026, Sun acquired 1,650 shares of common stock from performance share units tied to 2024–2025 R&D milestones and 5,225 shares from a relative total stockholder return unit award, both at $0 per share. On the same date, 3,413 shares were automatically forfeited at $14.25 per share to cover withholding taxes from settlement of these awards. Following these transactions, Sun directly owned 374,854 common shares.

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^*

Or Yat Sun

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

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		1,650(1)	A	$0	373,042	D
Common Stock	02/12/2026		A		5,225(2)	A	$0	378,267	D
Common Stock	02/12/2026		F		3,413(3)	D	$14.25	374,854	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’s Chief Scientific Officer report?

Enanta’s Chief Scientific Officer, Or Yat Sun, reported acquiring 1,650 shares from PSUs and 5,225 shares from an rTSRU on February 12, 2026, plus a 3,413-share tax-withholding disposition.

How many ENTA shares does Or Yat Sun own after this Form 4?

After the reported transactions, Chief Scientific Officer Or Yat Sun directly owned 374,854 shares of Enanta common stock. This figure reflects the PSU and rTSRU share issuances and the 3,413-share forfeiture for tax withholding.

What are the performance conditions for Enanta’s PSU shares reported on this Form 4?

The 1,650 PSU shares vested based on performance against two-year 2024–2025 research and development milestones. Enanta’s Compensation Committee determined performance, and the PSUs settled in common shares on February 12, 2026.

How was the rTSRU award for ENTA’s Chief Scientific Officer structured?

The 5,225-share rTSRU award vested based on Enanta’s relative total stockholder return versus companies in the Nasdaq Biotech Index over two 60-day periods two years apart, then settled in common shares on February 12, 2026.

Why were 3,413 ENTA shares disposed of at $14.25 in this filing?

The 3,413 shares at $14.25 per share represent stock automatically forfeited to cover withholding taxes arising from settlement of the PSU and rTSRU awards, classified as a tax-withholding disposition rather than an open-market sale.

Is the Form 4 for ENTA indicating open-market buying or selling by the insider?

The filing shows equity awards vesting, not open-market trades. Shares were acquired at $0 from PSUs and an rTSRU, and 3,413 shares were forfeited at $14.25 solely to satisfy tax withholding obligations.