Sana (SANA) CEO Steve Harr vests RSUs and uses 24,345 shares for tax

Rhea-AI Filing Summary

Sana Biotechnology President & CEO Steve Harr reported routine equity compensation activity. On March 6 and 7, 2026, he exercised restricted stock units to acquire a total of 91,666 shares of common stock at $0.00 per share. Related to these vestings, on March 9, 2026, 11,526 shares and 12,819 shares of common stock were disposed of at approximately $3.13 and $3.10 per share, respectively, to satisfy tax liabilities. Following these transactions, Harr directly holds 7,944,251 shares of Sana common stock, with additional indirect holdings reported through family trusts. Footnotes explain that the RSU awards vest over several years, contingent on Harr’s continued service with Sana.

Insights

Equity compensation analyst

CEO exercised RSUs and covered taxes with share withholding, a routine compensation event.

The filing shows Steve Harr converting restricted stock units into 91,666 common shares at $0.00 per share. This is standard RSU vesting, not an open-market purchase, and reflects equity compensation becoming actual stock.

To handle tax obligations from these vestings, Harr delivered a total of 24,345 shares at prices near $3.10 per share. These F-code transactions are tax-withholding dispositions, not discretionary sales. He still directly holds 7,944,251 shares, indicating a large remaining equity position.

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^*

Harr Steve

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		41,666	A	$0.00	7,918,596	D
Common Stock	03/07/2026		M		50,000	A	$0.00	7,968,596	D
Common Stock	03/09/2026		F		11,526	D	$3.13	7,957,070	D
Common Stock	03/09/2026		F		12,819	D	$3.1	7,944,251	D
Common Stock								682,500	I	Held by Harr Family Irrevocable Trust of 2015 dtd 12/28/2015
Common Stock								167,000	I	Held by Brian L Harr TTEE CCH Irrevocable Trust U/A DTD 03/25/2021(1)
Common Stock								167,000	I	Held by Brian L Harr TTEE JOH Irrevocable Trust U/A DTD 03/25/2021(1)

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	(2)	03/06/2026		M			41,666	(3)	(3)	Common Stock	41,666	$0.00	125,001	D
Restricted Stock Units	(2)	03/07/2026		M			50,000	(4)	(4)	Common Stock	50,000	$0.00	100,000	D

Explanation of Responses:

1. Brian L. Harr is the trustee of these trusts, whose sole beneficiaries are members of the reporting person's immediate family.

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

3. 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.

4. 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:

	/s/ Aaron M. Grossman, Attorney-in-Fact for Steve Harr	03/10/2026
	** 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 insider transactions did Sana Biotechnology (SANA) report for Steve Harr?

Steve Harr reported RSU vesting and related tax withholding. He exercised restricted stock units into 91,666 common shares at $0.00 per share and delivered 24,345 shares at about $3.10–$3.13 per share to satisfy tax liabilities, all within routine compensation activity.

Did Sana Biotechnology (SANA) CEO Steve Harr sell shares in the open market?

The filing shows tax-withholding dispositions, not open-market sales. Two F-code transactions on March 9, 2026 disposed of 11,526 and 12,819 shares at roughly $3.13 and $3.10 per share to pay taxes arising from RSU vesting, rather than discretionary market selling.

How many Sana Biotechnology (SANA) shares does Steve Harr hold after these transactions?

Steve Harr directly holds 7,944,251 Sana common shares after the transactions. The Form 4 also reports additional indirect holdings through family trusts, indicating a substantial continuing ownership position even after covering tax obligations with a portion of vested shares.

What restricted stock unit awards vested for Sana Biotechnology (SANA) CEO Steve Harr?

Two RSU awards partially vested in early March 2026. One award vested 25% on March 6, 2026, with remaining installments in 2027–2029. Another vested 25% on March 7, 2025 and 2026, with future vesting in 2027 and 2028, conditioned on continued service.

How many RSU-derived shares did Sana Biotechnology (SANA) CEO Steve Harr receive?

Harr received 91,666 common shares from RSU vesting. He exercised 41,666 RSUs and 50,000 RSUs at a $0.00 conversion price, reflecting compensation turning into actual stock, while separate share dispositions covered associated tax liabilities on these awards.

What indirect holdings in Sana Biotechnology (SANA) are associated with Steve Harr’s family trusts?

The filing lists several indirect positions through family trusts. Reported holdings include 682,500 common shares in the Harr Family Irrevocable Trust of 2015 and 167,000 shares in each of two CCH and JOH irrevocable trusts, with a family member serving as trustee.