Mineralys (NASDAQ: MLYS) director reports stock options and RSU grants tied to RA Capital

Rhea-AI Filing Summary

DiRocco Derek reported acquisition or exercise transactions in this Form 4 filing.

Mineralys Therapeutics, Inc. director Derek DiRocco reported awards linked to company equity that he holds for the benefit of RA Capital-managed funds. He was granted stock options for 8,300 shares and restricted stock units representing 6,200 shares of common stock, each at a price of $0.0000 per share.

According to the disclosure, these stock options vest in 12 substantially equal monthly installments after the grant date, while the restricted stock units vest in one annual installment after the grant date. Under an arrangement with RA Capital Management, L.P., any net cash or stock from these awards is turned over to RA Capital Healthcare Fund, L.P. and RA Capital Nexus III Fund, L.P., and DiRocco disclaims beneficial ownership of the awards and underlying common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DiRocco Derek

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option	8,300	$0.00	--
Grant/Award	Common Stock	6,200	$0.00	--

Holdings After Transaction: Stock Option — 8,300 shares (Direct); Common Stock — 6,200 shares (Direct)

Footnotes (1)

1. Restricted Stock Units ("RSUs") are granted to the reporting person 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. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the RSUs and options for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The Reporting Person 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 Person therefore disclaims beneficial ownership of the RSUs or option and underlying common stock, as applicable. The stock option vests in 12 substantially equal monthly installments following the date of grant.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

DiRocco Derek

(Last) (First) (Middle)

150 N. RADNOR CHESTER RD.

SUITE F200

(Street)

RADNOR PA 19087

(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)

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	02/19/2026		A		6,200(1)	A	$0	6,200	D(2)

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	$28.06	02/19/2026		A		8,300		(3)	02/19/2036	Common Stock	8,300	$0	8,300	D(2)

Explanation of Responses:

1. Restricted Stock Units ("RSUs") are granted to the reporting person 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. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the RSUs and options for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"). The Reporting Person 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 Person therefore disclaims beneficial ownership of the RSUs or option and underlying common stock, as applicable.

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

Remarks:

	/s/ Adam Levy, Attorney-in-fact	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).
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 insider equity awards were reported for Mineralys Therapeutics (MLYS)?

The filing reports a grant of stock options for 8,300 shares and restricted stock units representing 6,200 shares of Mineralys Therapeutics common stock, both at $0.0000 per share. These awards are tied to director Derek DiRocco under an arrangement with RA Capital Management funds.

Who ultimately benefits from the Mineralys Therapeutics (MLYS) equity awards in this Form 4?

Although granted in the name of director Derek DiRocco, the awards are held for the benefit of RA Capital Healthcare Fund, L.P. and RA Capital Nexus III Fund, L.P.. Net cash or stock from settlement offsets advisory fees owed to RA Capital Management, and DiRocco disclaims beneficial ownership.

How do the restricted stock units for Mineralys Therapeutics (MLYS) vest?

The restricted stock units granted in this transaction vest in one annual installment following the grant date. Each RSU represents a contingent right to receive one share of Mineralys Therapeutics common stock upon vesting, for no additional cash consideration, subject to the grant terms.

What are the vesting terms of the Mineralys Therapeutics (MLYS) stock options?

The stock option granted to director Derek DiRocco vests in 12 substantially equal monthly installments after the grant date. Once vested and exercised under applicable terms, each option allows acquisition of one share of Mineralys Therapeutics common stock at the stated exercise price.

Does the reporting person claim beneficial ownership of the MLYS awards?

No. The filing states the reporting person is obligated to turn over net cash or stock from RSU settlements or option exercises to RA Capital Management. As a result, he disclaims beneficial ownership of the RSUs, options, and the underlying Mineralys Therapeutics common stock referenced.