Septerna (NASDAQ: SEPN) director-linked funds get 15,000-share option

Rhea-AI Filing Summary

Septerna, Inc. reported a Form 4 transaction showing a grant of stock options covering 15,000 shares of Common Stock. The options have an exercise price of $37.34 per share and expire on June 25, 2036.

The options were granted to Dr. Simson and vest in full on the earlier of June 26, 2027 or the date of Septerna’s next annual stockholder meeting, subject to continued service. Under Dr. Simson’s arrangement with RA Capital Management, the option is held for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund III LP, and any net cash or stock from exercise will offset advisory fees owed to RA Capital’s adviser entities. The reporting persons disclaim beneficial ownership of the option and underlying shares except for any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.

Role null | null | null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	15,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 15,000 shares (Indirect, See Footnotes)

Footnotes (1)

1. The shares underlying the stock option vest in full upon the earlier of (i) June 26, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to Dr. Simson's continued service to the Issuer through such vesting date. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Key Figures

Option grant size: 15,000 shares Exercise price: $37.34 per share Expiration date: June 25, 2036 +2 more

5 metrics

Option grant size 15,000 shares Underlying Common Stock for new stock option grant

Exercise price $37.34 per share Stock option strike price

Expiration date June 25, 2036 Option term end date

Vesting trigger date June 26, 2027 Earlier of this date or next annual meeting, service-based

Derivative holdings after grant 15,000 options Total derivative securities following this transaction

Key Terms

Stock Option (Right to Buy), beneficial ownership, pecuniary interest, advisory fees

4 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

beneficial ownership financial

"disclaims beneficial ownership of any of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of its or his respective pecuniary interest"

advisory fees financial

"which will offset advisory fees owed by the Fund and the Nexus Fund III"

Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 07:52 PM Accepted by SEC EDGAR 06/30/2026 - 07:52 PM Learn about SEC filing dates

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Septerna, Inc. [ SEPN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Stock Option (Right to Buy)	$37.34	06/26/2026		A		15,000		(1)	06/25/2036	Common Stock	15,000	$0	15,000	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares underlying the stock option vest in full upon the earlier of (i) June 26, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to Dr. Simson's continued service to the Issuer through such vesting date.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

3. Under Dr. Simson's arrangement with the Adviser, Dr. Simson holds the option for the benefit of the Fund and the Nexus Fund III. Dr. Simson is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund III to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Dr. Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	06/30/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	06/30/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	06/30/2026
	/s/ Peter Kolchinsky, individually	06/30/2026
	/s/ Rajeev Shah, individually	06/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Septerna (SEPN) report in this Form 4?

Septerna reported a grant of stock options covering 15,000 shares of Common Stock. The options were awarded to Dr. Simson, vest based on future service, and are structured to benefit RA Capital Healthcare Fund LP and RA Capital Nexus Fund III LP.

What are the key terms of the Septerna (SEPN) 15,000-share stock option grant?

The stock option covers 15,000 underlying Common Stock shares at a $37.34 exercise price and expires June 25, 2036. It vests in full on June 26, 2027 or the next annual stockholder meeting date, assuming continued service by Dr. Simson.

Who ultimately benefits from the Septerna (SEPN) stock option granted to Dr. Simson?

Under an arrangement with RA Capital Management, Dr. Simson holds the option for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund III LP. Any net cash or stock from exercise offsets advisory fees those funds owe to RA Capital’s adviser.

Do RA Capital-related reporting persons claim beneficial ownership of the Septerna (SEPN) option?

RA Capital Management LP, its general partner, the related funds, and principals Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership of the option and underlying Common Stock, except to the extent of any respective pecuniary interest in the reported securities.

How many Septerna (SEPN) derivative securities are reported after this Form 4 grant?

Following the reported transaction, the Form 4 shows holdings of 15,000 stock options as the total derivative securities from this grant. These options are linked to 15,000 underlying shares of Septerna Common Stock and are held under the described RA Capital-related arrangement.