Enanta (ENTA) legal chief reports stock awards and tax share withholding

Rhea-AI Filing Summary

Enanta Pharmaceuticals’ Chief Legal Officer Matthew Paul Kowalsky reported equity compensation activity in company stock. On February 12, 2026, he acquired 1,318 shares of common stock from performance share units that vested based on 2024-2025 research and development milestones. He also acquired 4,175 shares from a relative total stockholder return unit award tied to Enanta’s stock performance versus the Nasdaq Biotech Index. To cover withholding taxes from these vestings, 1,902 shares were automatically disposed of at $14.25 per share, leaving him with 3,591 shares of Enanta common stock held directly after the transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kowalsky Matthew Paul

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,318	$0.00	--
Grant/Award	Common Stock	4,175	$0.00	--
Tax Withholding	Common Stock	1,902	$14.25	$27K

Holdings After Transaction: Common Stock — 1,318 shares (Direct)

Footnotes (1)

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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Kowalsky Matthew Paul

(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 Legal 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		1,318(1)	A	$0	1,318	D
Common Stock	02/12/2026		A		4,175(2)	A	$0	5,493	D
Common Stock	02/12/2026		F		1,902(3)	D	$14.25	3,591	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	02/13/2026
	** 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.
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FAQ

What insider transactions did ENTA’s Chief Legal Officer report on February 12, 2026?

Enanta’s Chief Legal Officer reported equity awards vesting into common stock. He received 1,318 shares from performance share units and 4,175 shares from a relative total stockholder return unit award, with part of the shares withheld to satisfy tax obligations from these settlements.

How many ENTA shares did Matthew Paul Kowalsky acquire through performance share units?

He acquired 1,318 shares of Enanta common stock from performance share units. These units vested based on achieving two-year research and development milestones during the 2024-2025 period, as determined by the company’s Compensation Committee, and settled in shares on February 12, 2026.

What is the rTSRU award mentioned in the ENTA Form 4 filing?

The rTSRU award is a relative total stockholder return unit grant. It vested based on Enanta’s total stockholder return versus companies in the Nasdaq Biotech Index over matching 60-day periods two years apart, then settled into 4,175 shares of common stock on February 12, 2026.

Why were 1,902 ENTA shares disposed of at $14.25 in this Form 4?

The 1,902 shares were automatically forfeited to cover tax withholding obligations. They relate to the settlement of the performance share unit and rTSRU awards and were treated as a tax-withholding disposition at a price of $14.25 per share, rather than an open-market sale.

How many ENTA shares does the Chief Legal Officer own after these transactions?

Following these reported transactions, he directly owns 3,591 shares of Enanta common stock. This figure reflects the shares acquired from vested awards, net of the 1,902 shares automatically withheld and disposed of to satisfy associated tax liabilities on the award settlements.

Are the ENTA insider transactions open-market purchases or compensation-related awards?

The transactions are compensation-related awards, not open-market purchases. The Form 4 describes grants and settlements of performance share units and relative total stockholder return units, along with an automatic tax-withholding disposition, all tied to previously granted equity incentives.