[Form 4] Kyverna Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kyverna Therapeutics (ticker KYTX) filed a Form 4 disclosing that its Chief Financial Officer, Marc Grasso, received an equity award on 30 June 2025. The transaction involves a single grant of 450,000 stock options with an exercise price of $3.07 and an expiration date of 30 June 2035.

The vesting schedule follows a standard four-year pattern: 25 % (112,500 options) vests on 30 June 2026, after which 1⁄48 of the total options (9,375 shares) vest monthly for the next 36 months, contingent on Grasso’s continued employment. The filing shows direct ownership (D) of the derivative security, and no other changes to common-stock holdings were reported.

This award aligns the CFO’s incentives with long-term shareholder value creation and signals a retention commitment by the company. If fully exercised, the award would add up to 450,000 new common shares to the float, a modest potential dilution given Kyverna’s recent post-IPO share count of roughly 55-60 million (based on prior filings). No cash transactions were reported, and the filing contains no earnings or operational updates.

Positive

• Management alignment: 450,000 performance-linked options incentivize the CFO to increase shareholder value.
• Retention signal: Four-year vesting schedule suggests commitment to long-term leadership stability.

Negative

• Potential dilution: Full exercise would add 450,000 shares (~0.8 % of current float) to outstanding equity.

Insights

Financial Analyst

TL;DR: Routine option grant—aligns CFO incentives, minor dilution risk, neutral fundamental impact.

The 450 k option grant is a standard component of executive compensation for a newly hired or recently promoted officer. At a $3.07 strike, the award sits close to Kyverna’s recent trading range, creating performance-linked upside for the CFO. From an equity perspective, full exercise would increase shares outstanding by ~0.8 %, a level unlikely to move valuation metrics materially. Cash flow and earnings remain unchanged, so the near-term investment thesis is unaffected. The disclosure does, however, reinforce management retention and incentive alignment, which investors may view positively in a competitive biotech talent market.

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
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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^*

GRASSO MARC

(Last) (First) (Middle)

C/O KYVERNA THERAPEUTICS, INC.

5980 HORTON ST., STE 550

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kyverna Therapeutics, Inc. [ KYTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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
Stock Option (right to buy)	$3.07	06/30/2025		A			450,000	(1)	06/30/2035	Common Stock	450,000	$0	450,000	D

Explanation of Responses:

1. 1/4th of the shares subject to the option shall vest on June 30, 2026, and 1/48th of the shares subject to the option shall vest following each one-month period thereafter, subject to the Reporting Person's continuous service to the Issuer on and through each applicable vesting date, inclusive.

	By: /s/ Samantha H. Eldredge, as Attorney-in-Fact	07/01/2025
	** 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

How many Kyverna (KYTX) options were granted to CFO Marc Grasso?

The filing reports 450,000 stock options issued on 30 June 2025.

What is the exercise price of the new KYTX options?

Each option carries an exercise price of $3.07 per share.

When do the Kyverna options granted to the CFO vest?

25 % vests on 30 June 2026; the remaining options vest monthly over the following three years.

Will this Form 4 lead to share dilution for KYTX investors?

If all 450,000 options are exercised, the share count would rise by about 0.8 %, causing modest dilution.

Why did Kyverna file this Form 4?

SEC rules require insiders to report changes in beneficial ownership; this filing discloses the CFO’s new option grant.