Tax-withholding stock sale by Keros (KROS) SVP and General Counsel Esther Cho

Rhea-AI Filing Summary

Keros Therapeutics SVP and General Counsel Esther Cho reported an automatic sale of 4,745 shares of common stock. The shares were sold in open-market transactions at a weighted average price of $16.35 per share, with individual trade prices ranging from $16.05 to $16.65.

According to the disclosure, Keros Therapeutics has a “sell-to-cover” policy for tax withholding, and these sales reflect shares sold to satisfy Ms. Cho’s tax obligations upon vesting of restricted stock units. The filing notes the sales were automatic and not at her discretion. After the transactions, she beneficially owned 39,755 shares, including 500 shares acquired under the company’s 2020 Employee Stock Purchase Plan.

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^*

Cho Esther

(Last) (First) (Middle)

C/O KEROS THERAPEUTICS, INC.

1050 WALTHAM STREET, SUITE 302

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Keros Therapeutics, Inc. [ KROS ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		S		4,745(1)	D	$16.35(2)	39,755(3)	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. The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.05 to $16.65 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes an aggregate of 500 shares acquired under the Issuer's 2020 Employee Stock Purchase Plan.

	/s/ Esther Cho	02/20/2026
	** 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).
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FAQ

What insider transaction did Keros Therapeutics (KROS) report for Esther Cho?

Keros Therapeutics reported that SVP and General Counsel Esther Cho sold 4,745 shares of common stock. The transaction was an automatic “sell-to-cover” to satisfy tax withholding obligations related to vesting restricted stock units, rather than a discretionary open-market sale decision.

At what price were Esther Cho’s Keros Therapeutics (KROS) shares sold?

The reported weighted average sale price was $16.35 per Keros Therapeutics share. Footnote details state the 4,745 shares were sold in multiple trades at prices ranging from $16.05 to $16.65, with full trade breakdowns available upon request from the issuer or regulators.

Why did Esther Cho sell Keros Therapeutics (KROS) shares according to the Form 4?

The sale was made under Keros Therapeutics’ “sell-to-cover” policy for tax withholding. Shares were automatically sold to cover tax obligations triggered by vesting restricted stock units, and the filing specifies these sales were not executed at Ms. Cho’s personal discretion.

How many Keros Therapeutics (KROS) shares does Esther Cho hold after the transaction?

After the automatic tax-related sales, Esther Cho beneficially owned 39,755 Keros Therapeutics common shares. This total includes an aggregate of 500 shares that she previously acquired under the company’s 2020 Employee Stock Purchase Plan, as disclosed in the Form 4 footnotes.

What does the Form 4 say about Keros Therapeutics’ sell-to-cover policy?

The filing explains that Keros Therapeutics adopted a “sell-to-cover” policy to satisfy tax withholding obligations for the reporting person. Under this policy, shares are automatically sold in amounts needed to cover taxes when restricted stock units vest, without discretionary trading decisions.

Were Esther Cho’s Keros Therapeutics (KROS) sales direct or indirect holdings?

The Form 4 identifies the 4,745 Keros Therapeutics shares as directly owned by Esther Cho. The ownership code is listed as direct, and there is no indication that the reported shares are held through a trust, partnership, or other indirect entity.