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

Rhea-AI Filing Summary

Maria Palasis, President & CEO and a director of Lyra Therapeutics, Inc. (LYRA), reported a change in beneficial ownership after the company determined on 10/01/2025 that Milestone 2 under a performance stock option (PSO) award was achieved. The PSO grant, originally made on 03/21/2024, covered up to 11,000 shares; 3,667 PSOs were earned as a result of Milestone 2. Those earned PSOs are exercisable under the award terms and will vest on 01/31/2028. Following the reported transaction, the filing shows 7,333 shares of common stock beneficially owned directly by the reporting person. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Palasis and dated 10/03/2025.

Positive

• Milestone 2 achieved leading to 3,667 PSOs being earned
• Earned PSOs vest on 01/31/2028, aligning executive pay with future performance
• Reporting person is President & CEO and a director, indicating alignment of management and board

Negative

• None.

Insights

Corporate Governance Expert

Insider received performance options after Milestone 2 was met; vesting deferred to 01/31/2028.

The Form 4 discloses that a PSO grant from 03/21/2024 for up to 11,000 shares yielded 3,667 earned options when Milestone 2 was achieved on 10/01/2025. The earned options are not immediately vested; they will vest on 01/31/2028, which aligns management incentives with future performance.

This filing also reiterates that the reporting person holds an executive role (President & CEO) and a director position, and now directly owns 7,333 common shares according to the report. The disclosure is procedural and required under Section 16; it documents option accrual rather than a stock sale or immediate dilution event.

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).

1. Name and Address of Reporting Person^*

Palasis Maria

(Last) (First) (Middle)

C/O LYRA THERAPEUTICS, INC.

480 ARSENAL WAY

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lyra Therapeutics, Inc. [ LYRA ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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
Employee Stock Option (right to buy)	$303.5	10/01/2025		A		3,667		(1)	03/20/2034	Common Stock	3,667	$0	7,333	D

Explanation of Responses:

1. On March 21, 2024, the Reporting Person was granted a performance stock option ("PSO") for an aggregate of up to 11,000 shares of common stock (or 550,000 shares on a pre-split basis) under the Issuer's 2020 Incentive Award Plan (the "Agreement"). Under the terms of the Agreement, the underlying PSO shares will vest upon certain milestone events. On October 1, 2025, the Issuer determined that Milestone 2 of the PSO was achieved, resulting in 3,667 PSOs being earned. The earned PSOs will vest on January 31, 2028.

	/s/ Jason Cavalier, Attorney-in-Fact for Maria Palasis, Ph.D.	10/03/2025
	** 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.
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.

FAQ

What did Maria Palasis report on Form 4 for LYRA?

The Form 4 reports that on 10/01/2025 Milestone 2 of a PSO award was achieved, resulting in 3,667 performance stock options being earned.

How many PSOs were originally granted and when?

An award granted on 03/21/2024 covered up to 11,000 shares (pre-split equivalent 550,000 on a stated basis in the agreement).

When will the earned PSOs vest?

The filing states the earned PSOs will vest on 01/31/2028.

How many common shares does the reporting person beneficially own after the transaction?

The Form 4 shows 7,333 shares of common stock beneficially owned directly following the reported transaction.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Jason Cavalier, Attorney-in-Fact for Maria Palasis, Ph.D. and dated 10/03/2025.