Mineralys (NASDAQ: MLYS) details RA Capital-linked RSU and option grants

Rhea-AI Filing Summary

RA CAPITAL MANAGEMENT, L.P. reported acquisition or exercise transactions in this Form 4 filing.

Mineralys Therapeutics, Inc. reported an insider equity award arrangement involving RA Capital–affiliated entities. A partner of RA Capital Management serving on Mineralys’ board received 6,200 restricted stock units and a stock option for 8,300 shares of common stock, both granted for no additional cash consideration.

The RSUs vest in one annual installment after the grant date, while the option vests in 12 substantially equal monthly installments. According to the disclosures, these awards are held for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund III, with any shares or cash received offsetting advisory fees owed to RA Capital Management. The reporting persons disclaim beneficial ownership of the option and underlying common stock except to the extent of their pecuniary interest. Indirect holdings also include 5,456,521 shares of common stock held directly by the fund and 1,867,229 shares held directly by Nexus Fund III.

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mineralys Therapeutics, Inc. [ MLYS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/19/2026		A		6,200(1)	A	$0	6,200	I	See footnotes(2)(3)
Common Stock								5,456,521	I	See footnotes(2)(4)
Common Stock								1,867,229	I	See Footnote(2)(5)

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)	$28.06	02/19/2026		A		8,300		(6)	02/19/2036	Common Stock	8,300	$0	8,300	I	See Footnote(2)(3)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Restricted Stock Units (RSUs) are granted to Dr. Derek DiRocco for no additional cash consideration, each of which represents a contingent right to receive one share of common stock upon vesting of these RSUs in one annual installment following the date of grant.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

3. Derek DiRocco is a Partner of the Adviser who serves on the Issuer's board of directors. Under Dr. DiRocco's arrangement with the Adviser, Dr. DiRocco holds the RSUs and the options for the benefit of the Fund and the Nexus Fund III. Dr. DiRocco is obligated to turn over to the Adviser any net cash or stock received upon settlement of the RSUs or exercise of the options, as applicable, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

4. Held directly by the Fund.

5. Held directly by Nexus Fund III.

6. The stock option vests in 12 substantially equal monthly installments following the date of grant.

Remarks:

Dr. Derek DiRocco, a Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	02/20/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.	02/20/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC the General Partner of RA Capital Nexus Fund III, L.P.	02/20/2026
	/s/ Peter Kolchinsky, individually	02/20/2026
	/s/ Rajeev Shah, individually	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider equity awards were reported for Mineralys Therapeutics (MLYS)?

The filing reports a grant of 6,200 restricted stock units and a stock option for 8,300 shares of Mineralys common stock, both issued for no additional cash consideration, under an arrangement tied to RA Capital–affiliated investment funds.

How do the RSUs in the Mineralys (MLYS) Form 4 vest?

The 6,200 restricted stock units vest in a single annual installment following the grant date. Each RSU represents a contingent right to receive one share of Mineralys common stock upon vesting, subject to the terms of the award arrangement.

What are the vesting terms of the stock option reported for Mineralys (MLYS)?

The stock option covering 8,300 shares of Mineralys common stock vests in 12 substantially equal monthly installments after the grant date. This schedule gradually increases exercisable shares over the year, aligning with the ongoing service arrangement described.

Who ultimately benefits from the Mineralys (MLYS) RSUs and options in this filing?

A RA Capital partner on Mineralys’ board holds the RSUs and options for the benefit of RA Capital Healthcare Fund and RA Capital Nexus Fund III. Any net stock or cash received offsets advisory fees those funds owe to RA Capital Management.

What indirect shareholdings in Mineralys (MLYS) are disclosed for RA Capital funds?

The filing notes 5,456,521 shares of Mineralys common stock held directly by RA Capital Healthcare Fund and 1,867,229 shares held directly by RA Capital Nexus Fund III. The reporting persons disclaim beneficial ownership beyond their pecuniary interest in these positions.

Do the RA Capital reporting persons claim full beneficial ownership of the Mineralys (MLYS) awards?

No. RA Capital Management, its general partner, the related funds, and the named individuals expressly disclaim beneficial ownership of the reported option and underlying common stock, except to the extent of their pecuniary interest arising from the advisory fee arrangement.