Palvella Therapeutics (PVLA) COO sells 4,302 shares after exercising options

Q: Who is the insider in this Palvella Therapeutics (PVLA) Form 4 filing?

The insider is Kathleen Goin , who serves as Chief Operating Officer of Palvella Therapeutics, Inc. She is not reported as a director or 10% owner in this filing.

Q: What transactions did the Palvella Therapeutics (PVLA) COO report on January 21, 2026?

On January 21, 2026 , the COO exercised stock options for 2,154 shares at $7.14 and 2,148 shares at $9.08 per share, then sold 553 shares at $95.49 and 3,749 shares at $97.94 of common stock.

Q: How many Palvella Therapeutics (PVLA) shares did the COO hold after these transactions?

The Form 4 shows 0 shares of common stock directly held after the reported sales. However, she continued to hold 19,397 and 19,332 stock options, each representing the right to acquire common shares.

Q: Are the Palvella Therapeutics (PVLA) stock options held by the COO vested?

The filing states that the stock option is fully vested , indicating that the options exercised in these transactions had fully vested as of the transaction date.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Palvella Therapeutics Chief Operating Officer Kathleen Goin reported option exercises and related share sales in Palvella Therapeutics, Inc. common stock. On January 21, 2026, she exercised stock options for 2,154 shares at $7.14 and 2,148 shares at $9.08 per share. The resulting common shares were then sold in two transactions totaling 4,302 shares, with 553 shares sold at $95.49 and 3,749 shares sold at $97.94, leaving no directly held common stock reported after these sales. Following the option exercises, she continued to hold 19,397 and 19,332 stock options, each fully vested. The filing states that all transactions were carried out under a Rule 10b5‑1 trading plan adopted on August 19, 2025 during an open trading window and approved under the company’s insider trading policy.

Insights

COO option exercises and Rule 10b5-1 sales look like routine equity compensation activity.

The report shows Kathleen Goin, Chief Operating Officer of Palvella Therapeutics, Inc., exercising stock options and immediately selling the resulting common shares. She exercised options for 2,154 and 2,148 shares of common stock, then sold a total of 4,302 shares in two trades at prices of $95.49 and $97.94.

The filing notes that these transactions were effected under a Rule 10b5‑1 trading plan adopted on August 19, 2025 during an open trading window and in line with the company’s insider trading policy. The stock options underlying these exercises are described as fully vested, which is typical for planned sales tied to equity compensation.

After the transactions, Goin continues to hold 19,397 and 19,332 stock options, each exercisable for common shares, indicating that a substantial portion of her option-based exposure remains. Overall, the activity appears consistent with structured liquidity and tax or diversification planning rather than a new strategic signal, based on the use of the pre-established Rule 10b5‑1 plan.

Insider Trade Summary

Net Seller: 4,302 shares ($419,983)

Net Sell 6 txns

Insider Goin Kathleen

Role Chief Operating Officer

Sold 4,302 shs ($420K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	2,154	$0.00	--
Exercise	Stock Option (Right to Buy)	2,148	$0.00	--
Exercise	Common Stock	2,154	$7.14	$15K
Exercise	Common Stock	2,148	$9.08	$20K
Sale	Common Stock	553	$95.49	$53K
Sale	Common Stock	3,749	$97.94	$367K

Holdings After Transaction: Stock Option (Right to Buy) — 19,397 shares (Direct); Common Stock — 2,154 shares (Direct)

Footnotes (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. The stock option is fully vested.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 01/23/2026 - 04:05 PM

FAQ

Who is the insider in this Palvella Therapeutics (PVLA) Form 4 filing?

The insider is Kathleen Goin, who serves as Chief Operating Officer of Palvella Therapeutics, Inc. She is not reported as a director or 10% owner in this filing.

What transactions did the Palvella Therapeutics (PVLA) COO report on January 21, 2026?

On January 21, 2026, the COO exercised stock options for 2,154 shares at $7.14 and 2,148 shares at $9.08 per share, then sold 553 shares at $95.49 and 3,749 shares at $97.94 of common stock.

How many Palvella Therapeutics (PVLA) shares did the COO hold after these transactions?

The Form 4 shows 0 shares of common stock directly held after the reported sales. However, she continued to hold 19,397 and 19,332 stock options, each representing the right to acquire common shares.

Were the Palvella Therapeutics (PVLA) insider transactions under a Rule 10b5-1 plan?

Yes. The filing explains that the transactions were effected under a Rule 10b5‑1 trading plan adopted on August 19, 2025, during an open trading window and approved under the company’s insider trading policy.

Are the Palvella Therapeutics (PVLA) stock options held by the COO vested?

The filing states that the stock option is fully vested, indicating that the options exercised in these transactions had fully vested as of the transaction date.

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^*

Goin Kathleen

(Last)

(First)

(Middle)

C/O PALVELLA THERAPEUTICS, INC.

353 W. LANCASTER AVENUE, SUITE 200

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALVELLA THERAPEUTICS, INC. [ PVLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/21/2026		M⁽¹⁾		2,154	A	$7.14	2,154	D
Common Stock	01/21/2026		M⁽¹⁾		2,148	A	$9.08	4,302	D
Common Stock	01/21/2026		S⁽¹⁾		553	D	$95.49	3,749	D
Common Stock	01/21/2026		S⁽¹⁾		3,749	D	$97.94	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.14	01/21/2026		M⁽¹⁾			2,154	⁽²⁾	10/29/2029	Common Stock	2,154	$0	19,397	D
Stock Option (Right to Buy)	$9.08	01/21/2026		M⁽¹⁾			2,148	⁽²⁾	10/14/2030	Common Stock	2,148	$0	19,332	D

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 stock option is fully vested.

	/s/ Kathleen A. McGowan, Attorney-in-Fact	01/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR