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Palvella Therapeutics (NASDAQ: PVLA) COO sells 4,302 shares under 10b5-1 plan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PALVELLA THERAPEUTICS, INC. (PVLA) reported that Chief Operating Officer Kathleen Goin exercised stock options covering 4,302 shares of common stock on August 19, 2026, at exercise prices of $7.14 and $9.08 per share, and sold 4,302 shares in multiple open-market transactions at prices between $150.62 and $156.77 per share. These trades were executed under a Rule 10b5-1 trading plan adopted on August 19, 2025, and the exercised options were fully vested.

Positive

  • None.

Negative

  • None.
Insider Goin Kathleen
Role Chief Operating Officer
Sold 4,302 shs ($655K)
Approx. gross sale proceeds $655K
Approx. exercise cost $35K
Approx. pre-tax spread $620K
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F1, F6 2,154 $0.00 $0.00
Exercise Stock Option (Right to Buy) F1, F6 2,148 $0.00 $0.00
Exercise Common Stock F1 2,154 $7.14 $15K
Exercise Common Stock F1 2,148 $9.08 $20K
Sale Common Stock F1, F2 1,500 $151.39 $227K
Sale Common Stock F1, F3 1,998 $151.7979 $303K
Sale Common Stock F1, F4 400 $152.9975 $61K
Sale Common Stock F1, F5 102 $155.5898 $16K
Sale Common Stock F1 302 $156.77 $47K
Holdings After Transaction: Stock Option (Right to Buy) — 8,615 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (6)
  1. F1. The transactions reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2025. The plan was adopted during an open trading window, at a time when the Reporting Person was not in possession of material non-public information and was reviewed and approved in accordance with the Issuer's Insider Trading Policy. The Issuer's officers and directors from time to time utilize trading plans to transact in its securities for reasons such as satisfying vesting-related income tax requirements, investment diversification, or other personal reasons.
  2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.62 to $151.445, 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 at which the transactions were effected.
  3. F3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.665 to $152.47, 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 at which the transactions were effected.
  4. F4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $152.93 to $153.20, 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 at which the transactions were effected.
  5. F5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $155.58 to $155.59, 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 at which the transactions were effected.
  6. F6. The stock option is fully vested.
Options exercised (shares) 4,302 shares Total underlying common shares from option exercises on August 19, 2026
Exercise price per share $7.14 and $9.08 Stock options exercised for 2,154 and 2,148 shares, respectively
Shares sold 4,302 shares Common stock sold in multiple transactions on August 19, 2026
Sale price range $150.62–$156.77 per share Price range across reported open-market sales with weighted averages
10b5-1 plan adoption date August 19, 2025 Date Kathleen Goin adopted the Rule 10b5-1 trading plan
Option expiration dates October 29, 2029 and October 14, 2030 Expiration dates for the exercised stock options
Rule 10b5-1 trading plan regulatory
"The transactions ... were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2025"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
material non-public information regulatory
"at a time when the Reporting Person was not in possession of material non-public information"
Material non-public information is important news about a company that hasn't been shared with the public yet, like a secret that could affect its stock price. Using this inside information to buy or sell stocks is unfair and illegal because it gives someone an unfair advantage over others who don’t have the same info.
Insider Trading Policy regulatory
"and was reviewed and approved in accordance with the Issuer's Insider Trading Policy"
A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.
Stock Option (Right to Buy) financial
"security_title": "Stock Option (Right to Buy)""

FAQ

What transactions did PVLA’s COO Kathleen Goin report in this Form 4?

Kathleen Goin exercised stock options for 4,302 shares of Palvella Therapeutics common stock and sold 4,302 shares in multiple open-market transactions on August 19, 2026. The transactions involved both option exercises and subsequent sales of common stock.

How many PVLA shares did Kathleen Goin sell, and at what prices?

She sold a total of 4,302 shares of Palvella Therapeutics common stock in several trades at prices ranging from $150.62 to $156.77 per share, including blocks of 1,500, 1,998, 400, 102, and 302 shares.

What stock options did Kathleen Goin exercise in Palvella Therapeutics (PVLA)?

She exercised options for 2,154 shares at an exercise price of $7.14 per share, expiring October 29, 2029, and 2,148 shares at an exercise price of $9.08 per share, expiring October 14, 2030. The options were reported as fully vested.

Were Kathleen Goin’s PVLA trades under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2025, during an open trading window and in accordance with Palvella Therapeutics’ Insider Trading Policy.

Did the Form 4 for PVLA indicate weighted average sale prices?

Yes. Several sale transactions report a weighted average price, with detailed price ranges: for example, $150.62–$151.445, $151.665–$152.47, $152.93–$153.20, and $155.58–$155.59, with an additional sale at $156.77 per share.

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SEC Form 4
FORM 4UNITED 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).
X
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*
Goin Kathleen

(Last)(First)(Middle)
C/O PALVELLA THERAPEUTICS, INC.
353 W. LANCASTER AVENUE, SUITE 200

(Street)
WAYNE PENNSYLVANIA 19087

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PALVELLA THERAPEUTICS, INC. [ PVLA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/19/2026M(1)2,154A$7.142,154D
Common Stock08/19/2026M(1)2,148A$9.084,302D
Common Stock08/19/2026S(1)1,500D$151.39(2)2,802D
Common Stock08/19/2026S(1)1,998D$151.7979(3)804D
Common Stock08/19/2026S(1)400D$152.9975(4)404D
Common Stock08/19/2026S(1)102D$155.5898(5)302D
Common Stock08/19/2026S(1)302D$156.770D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$7.1408/19/2026M(1)2,154 (6)10/29/2029Common Stock2,154$04,319D
Stock Option (Right to Buy)$9.0808/19/2026M(1)2,148 (6)10/14/2030Common Stock2,148$04,296D
Explanation of Responses:
1. The transactions reported by the Reporting Person were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2025. The plan was adopted during an open trading window, at a time when the Reporting Person was not in possession of material non-public information and was reviewed and approved in accordance with the Issuer's Insider Trading Policy. The Issuer's officers and directors from time to time utilize trading plans to transact in its securities for reasons such as satisfying vesting-related income tax requirements, investment diversification, or other personal reasons.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $150.62 to $151.445, 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 at which the transactions were effected.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $151.665 to $152.47, 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 at which the transactions were effected.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $152.93 to $153.20, 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 at which the transactions were effected.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $155.58 to $155.59, 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 at which the transactions were effected.
6. The stock option is fully vested.
/s/ Kathleen A. McGowan, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)