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Enanta (NASDAQ: ENTA) CBO receives stock awards, tax shares withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Enanta Pharmaceuticals’ Chief Business Officer Brendan Luu reported equity compensation activity. On February 12, 2026, he acquired 1,575 shares of common stock through performance share units tied to 2024–2025 research and development milestones, and 4,987 shares through a relative total stockholder return unit award, both at $0 per share.

On the same date, 3,257 shares were automatically forfeited at $14.25 per share to cover withholding taxes arising from settlement of these awards. After these transactions, Luu directly beneficially owned 41,634 shares of Enanta common stock.

Positive

  • None.

Negative

  • None.
Insider Luu Brendan
Role Chief Business Officer
Type Security Shares Price Value
Grant/Award Common Stock 1,575 $0.00 --
Grant/Award Common Stock 4,987 $0.00 --
Tax Withholding Common Stock 3,257 $14.25 $46K
Holdings After Transaction: Common Stock — 39,904 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
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).
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*
Luu Brendan
(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 Business 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 1,575(1) A $0 39,904 D
Common Stock 02/12/2026 A 4,987(2) A $0 44,891 D
Common Stock 02/12/2026 F 3,257(3) D $14.25 41,634 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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

On February 12, 2026, Enanta’s Chief Business Officer Brendan Luu reported equity compensation transactions. He received 1,575 PSU-based shares and 4,987 rTSRU-based shares, and 3,257 shares were automatically forfeited to satisfy tax withholding obligations from these award settlements.

How many Enanta (ENTA) shares does Brendan Luu own after this Form 4?

After the reported transactions, Brendan Luu directly beneficially owned 41,634 shares of Enanta common stock. This figure reflects shares acquired through vested performance share units and relative total stockholder return units, minus shares automatically forfeited to cover related tax withholding obligations.

What are the performance share units (PSUs) mentioned in the ENTA Form 4?

The reported PSUs are awards that vest based on two-year 2024–2025 research and development milestones. Once performance was confirmed by Enanta’s Compensation Committee, these PSUs settled into 1,575 shares of common stock issued to Chief Business Officer Brendan Luu on February 12, 2026.

What are the rTSRU awards disclosed for Enanta (ENTA) in this filing?

The rTSRU award is a relative total stockholder return unit that vests based on Enanta’s stock return versus the Nasdaq Biotech Index. After performance was determined by the Compensation Committee, the rTSRU settled into 4,987 shares of Enanta common stock on February 12, 2026.

Why were 3,257 Enanta (ENTA) shares forfeited by Brendan Luu?

The Form 4 states that 3,257 shares of Enanta common stock were automatically forfeited to cover withholding taxes due on settlement of the PSU and rTSRU awards. This is a tax-withholding disposition rather than an open-market sale of shares.

Were Brendan Luu’s ENTA transactions open-market purchases or sales?

The transactions were equity awards and tax withholding, not open-market trades. Shares were acquired at $0 per share via vested PSUs and rTSRUs, while 3,257 shares were automatically forfeited at $14.25 per share to satisfy tax obligations.