Sana Biotechnology (SANA) CFO awarded new RSUs and 900,000 options

Rhea-AI Filing Summary

Piper Brian reported acquisition or exercise transactions in this Form 4 filing.

Sana Biotechnology, Inc. reported that EVP and Chief Financial Officer Brian Piper received new equity awards. He was granted 200,000 restricted stock units, each representing a right to receive one share of common stock, and a stock option for 900,000 shares.

The restricted stock units vest in four equal installments on February 17 of 2027, 2028, 2029 and 2030, if he continues providing service through each date. The stock option vests as to 25% of the shares on February 17, 2027, with the remaining shares vesting in 36 equal monthly installments thereafter, also subject to continued service.

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^*

Piper Brian

(Last) (First) (Middle)

C/O SANA BIOTECHNOLOGY, INC.

188 EAST BLAINE STREET, SUITE 350

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sana Biotechnology, Inc. [ SANA ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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
Restricted Stock Units	(1)	02/17/2026		A		200,000		(2)	(2)	Common Stock	200,000	$0.00	200,000	D
Stock Option (Right to Buy)	$3.85	02/17/2026		A		900,000		(3)	02/16/2036	Common Stock	900,000	$0.00	900,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Sana Biotechnology, Inc. ("Sana") common stock.

2. The restricted stock units vest in four equal installments on each of February 17, 2027, 2028, 2029 and 2030, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

3. The option vests and becomes exercisable as to 25% of the underlying shares on February 17, 2027 and in 36 equal monthly installments thereafter, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

Remarks:

	/s/ Aaron M. Grossman, Attorney-in-Fact for Brian Piper	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Sana Biotechnology (SANA) grant to its CFO?

Sana Biotechnology granted CFO Brian Piper 200,000 restricted stock units and a stock option for 900,000 shares. These awards are part of his compensation and vest over several years, contingent on his continued service with the company.

How do Brian Piper’s restricted stock units at Sana Biotechnology (SANA) vest?

The 200,000 restricted stock units vest in four equal installments on February 17, 2027, 2028, 2029 and 2030. Each vesting date requires Brian Piper to continue serving Sana as an employee, consultant, director or officer through that specific date.

What is the vesting schedule for Brian Piper’s 900,000 stock options at SANA?

The 900,000-share stock option vests 25% on February 17, 2027, with the remaining shares vesting in 36 equal monthly installments. Vesting is conditioned on Brian Piper’s continued service to Sana through each applicable vesting date.

Does Brian Piper pay anything per share for the new Sana stock options?

The reported transaction price per share is 0.0000 for the stock option grant. This reflects that the award was granted as compensation, with any actual exercise price or payment terms governed by the company’s equity plan and option agreement.

What role does Brian Piper hold at Sana Biotechnology (SANA)?

Brian Piper serves as Executive Vice President and Chief Financial Officer of Sana Biotechnology. The equity awards reported, including restricted stock units and stock options, are granted to him in this capacity, subject to continued service-based vesting conditions.

Are Brian Piper’s new equity awards at Sana held directly or indirectly?

The filing classifies Brian Piper’s ownership of both the restricted stock units and the stock option as direct. There is no indication in the footnotes that the awards are held through a separate entity, trust, or other indirect ownership structure.