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

Rhea-AI Filing Summary

Palvella Therapeutics Chief Operating Officer Kathleen Goin reported option exercises and share sales in Common Stock of PALVELLA THERAPEUTICS, INC. On February 18, 2026, she exercised stock options for 4,302 shares at exercise prices of $7.14 and $9.08 per share, converting derivative awards into common shares.

That same day, she sold 4,302 common shares in open-market transactions at weighted average prices of $79.1569 and $79.9651 per share, with individual trades ranging from $78.75 to $80.00. After these sales, her directly held common stock position reported in this filing was 0 shares. All transactions were executed under a pre-established Rule 10b5-1 trading plan adopted on August 19, 2025, and the stock option referenced is disclosed as fully vested.

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

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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).

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 PA 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)
02/18/2026

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	02/18/2026		M(1)		2,154	A	$7.14	2,154	D
Common Stock	02/18/2026		M(1)		2,148	A	$9.08	4,302	D
Common Stock	02/18/2026		S(1)		3,026	D	$79.1569(2)	1,276	D
Common Stock	02/18/2026		S(1)		1,276	D	$79.9651(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.14	02/18/2026		M(1)			2,154	(4)	10/29/2029	Common Stock	2,154	$0	17,243	D
Stock Option (Right to Buy)	$9.08	02/18/2026		M(1)			2,148	(4)	10/14/2030	Common Stock	2,148	$0	17,184	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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $78.75 to $79.70, 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 $79.775 to $80.00, 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 stock option is fully vested.

	/s/ Kathleen A. McGowan, 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 did PVLA COO Kathleen Goin report in this Form 4 filing?

Kathleen Goin reported exercising stock options for 4,302 Palvella Therapeutics shares and selling the same 4,302 common shares in open-market trades on February 18, 2026, all under a pre-arranged Rule 10b5-1 trading plan.

How many Palvella Therapeutics (PVLA) shares did the COO sell?

The COO sold a total of 4,302 Palvella Therapeutics common shares. The sales occurred in two tranches of 3,026 and 1,276 shares at weighted average prices near $79–$80 per share, executed in multiple individual trades within stated price ranges.

What prices were received for the PVLA shares sold in this transaction?

The reported weighted average sale prices were $79.1569 and $79.9651 per share. Individual trades were executed in ranges of $78.75 to $79.70 and $79.775 to $80.00, with detailed breakdowns available from the company or the reporting person upon request.

Were the PVLA insider share sales part of a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on August 19, 2025, during an open trading window, consistent with Palvella’s insider trading policy and used for diversification and similar personal planning reasons.

Did the Palvella Therapeutics COO exercise stock options in this Form 4?

Yes. She exercised stock options covering 2,154 and 2,148 shares of Palvella common stock, at exercise prices of $7.14 and $9.08 per share respectively, converting fully vested derivative awards into directly held common shares before selling those shares.

How many Palvella Therapeutics common shares did the COO hold after these transactions?

After the reported February 18, 2026 transactions, the Form 4 shows her directly held Palvella Therapeutics common stock balance as 0 shares, while she continues to hold vested stock options as a separate derivative equity position.