Genprex (NASDAQ: GNPX) CMO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Genprex, Inc.’s Chief Medical Officer, Mark Stanley Berger, reported a tax-related share withholding. On February 27, 2026, 7,168 shares of common stock were withheld to cover tax obligations tied to the vesting of Restricted Stock Units granted under Genprex’s 2018 Equity Incentive Plan. After this tax-withholding disposition, he directly owned 21,692 shares of Genprex 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^*

Berger Mark Stanley

(Last) (First) (Middle)

3300 BEE CAVE ROAD

#650-227

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Genprex, Inc. [ GNPX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		7,168(1)	D	$2	21,692	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 withheld on February 27, 2026 to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units ("RSUs") previously granted under the Genprex, Inc. 2018 Equity Incentive Plan (as amended and restated effective June 30, 2025).

	/s/ Mark Berger	02/27/2026
	** 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).
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FAQ

What insider transaction did Genprex (GNPX) report for Mark Stanley Berger?

Genprex reported that Chief Medical Officer Mark Stanley Berger had 7,168 shares withheld to cover taxes on vesting RSUs. This is a tax-withholding disposition, not an open-market trade, and follows the company’s 2018 Equity Incentive Plan.

Was the Genprex (GNPX) insider transaction a market sale of shares?

No, the transaction was not an open-market sale. Shares were withheld to satisfy tax withholding obligations when Restricted Stock Units vested under Genprex’s 2018 Equity Incentive Plan, meaning the shares settled taxes rather than being sold on an exchange.

How many Genprex (GNPX) shares were withheld for Mark Berger’s RSU taxes?

A total of 7,168 Genprex common shares were withheld to cover tax obligations from the vesting of previously granted RSUs. This reduced the deliverable shares from the award rather than representing a discretionary sale into the market.

How many Genprex (GNPX) shares does Mark Stanley Berger own after this transaction?

Following the tax-withholding disposition, Mark Stanley Berger directly owned 21,692 shares of Genprex common stock. This figure reflects his remaining direct holdings after shares were withheld to satisfy RSU-related tax obligations on February 27, 2026.

What plan governed the RSUs involved in the Genprex (GNPX) insider filing?

The Restricted Stock Units were granted under the Genprex, Inc. 2018 Equity Incentive Plan, as amended and restated effective June 30, 2025. Shares were withheld upon vesting of these RSUs to meet associated tax withholding obligations for the Chief Medical Officer.

What does transaction code F mean in the Genprex (GNPX) Form 4?

Transaction code F indicates a tax-withholding disposition where shares are delivered to cover exercise price or tax liabilities. In this case, 7,168 Genprex shares were withheld to satisfy RSU-related tax withholding for Chief Medical Officer Mark Stanley Berger.