Sana Biotechnology (SANA) officer exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Sana Biotechnology, Inc. officer Susan D. Wyrick exercised restricted stock units into common stock and had shares withheld to cover taxes. On March 6–7, she converted a total of 13,666 restricted stock units into the same number of common shares at a stated price of $0.00. On March 9, 4,387 common shares were disposed of at about $3.11 per share as tax-withholding transactions, not open-market sales. After these moves, she directly held 196,196 common shares, with additional restricted stock units scheduled to vest over several years, 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^*

Wyrick Susan D.

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		10,416	A	$0.00	197,333	D
Common Stock	03/07/2026		M		3,250	A	$0.00	200,583	D
Common Stock	03/09/2026		F		3,342	D	$3.13	197,241	D
Common Stock	03/09/2026		F		1,045	D	$3.1	196,196	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
Restricted Stock Units	(1)	03/06/2026		M			10,416	(2)	(2)	Common Stock	10,416	$0.00	31,251	D
Restricted Stock Units	(1)	03/07/2026		M			3,250	(3)	(3)	Common Stock	3,250	$0.00	6,500	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 award vested as to 25% of the restricted stock units on March 6, 2026, and the remaining restricted stock units will vest in three equal installments on each of March 6, 2027, 2028 and 2029, 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 award vested as to 25% of the restricted stock units on each of March 7, 2025 and 2026, and the remaining restricted stock units will vest in two equal installments on each of March 7, 2027 and 2028, provided that the reporting person provides continuous service to Sana as an employee, consultant, director or officer of Sana through each such date.

Remarks:

SVP, Finance and Accounting and Principal Accounting Officer

	/s/ Aaron M. Grossman, Attorney-in-Fact for Susan D. Wyrick	03/10/2026
	** 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 transactions did Susan D. Wyrick report at Sana Biotechnology (SANA)?

Susan D. Wyrick reported exercising restricted stock units into common shares and related tax-withholding dispositions. She converted 13,666 restricted stock units into common stock and 4,387 common shares were withheld to satisfy tax obligations, rather than being sold in open-market transactions.

How many Sana Biotechnology shares did Susan D. Wyrick receive from RSU exercises?

She received 13,666 shares of Sana Biotechnology common stock through exercises of restricted stock units. These occurred in two steps: 10,416 shares on March 6, 2026 and 3,250 shares on March 7, 2026, each at a stated transaction price of $0.00 per share.

Were Susan D. Wyrick’s Sana Biotechnology transactions open-market sales?

No, the dispositions were tax-withholding transactions, not open-market sales. A total of 4,387 common shares were used to pay tax liabilities at prices around $3.10–$3.13 per share, consistent with code F for payment of exercise price or tax liability using securities.

What are Susan D. Wyrick’s Sana Biotechnology share holdings after these transactions?

Following the reported transactions, Susan D. Wyrick directly held 196,196 shares of Sana Biotechnology common stock. The filing also shows remaining restricted stock units outstanding, which represent additional potential shares that may vest over time if service conditions are met.

How do Susan D. Wyrick’s restricted stock units at Sana Biotechnology vest?

One RSU award vests 25% on March 6, 2026, with the balance vesting in three equal installments on March 6, 2027, 2028 and 2029. Another award vests 25% on March 7, 2025 and 2026, then in two equal installments on March 7, 2027 and 2028, subject to continued service.

What is the significance of code F and code M in this Sana Biotechnology Form 4?

Code M entries show the exercise or conversion of derivative securities, here restricted stock units turning into common stock at $0.00. Code F entries reflect shares delivered to pay exercise price or tax liabilities, meaning those dispositions are mechanical tax-withholding events rather than discretionary market sales.