Sensei Biotherapeutics (SNSE) COO receives merger-linked equity awards

Rhea-AI Filing Summary

Sensei Biotherapeutics, Inc. reported that Chief Operating Officer Anand Kiran Parikh acquired several equity awards in connection with the Faeth transaction and new compensation grants. On February 19, 2026, he received 1,239,305 employee stock options with a stated price of $0.00 per share. On February 17, 2026, he acquired 809,822 shares of Series B Non-Voting Convertible Preferred Stock and additional employee stock options covering 92,533 and 56,673 shares, all recorded as awards at $0.00 per share.

Footnotes explain that each share of Series B Preferred Stock is convertible into 1,000 shares of common stock with no expiration date and was received in exchange for 4,062,777 shares of Faeth Holdings Therapeutics, Inc. common stock under a Merger Agreement among Sensei, two Sapphire Merger Subs, HoldCo and Faeth. Other footnotes state that certain options were received in exchange for Faeth stock options with a $0.23 exercise price, with one such option vesting in 48 equal monthly installments beginning August 1, 2022. A separate option grant is immediately exercisable, while another vests 25% on February 19, 2027 and the remainder in 36 equal monthly installments thereafter.

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).

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^*

Parikh Anand Kiran

(Last) (First) (Middle)

C/O SENSEI BIOTHERAPEUTICS, INC.

1405 RESEARCH BLVD, SUITE 125

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sensei Biotherapeutics, Inc. [ SNSE ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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
Series B Preferred Stock	(1)	02/17/2026		A(2)(3)		809,822		(1)	(1)	Common Stock	809.822	(2)(3)	809,822	D
Employee Stock Option (right to buy)	$1.16	02/17/2026		A(4)		92,533		(5)	09/14/2032	Common Stock	92,533	(4)	92,533	D
Employee Stock Option (right to buy)	$1.16	02/17/2026		A(6)		56,673		(7)	09/14/2032	Common Stock	56,673	(6)	56,673	D
Employee Stock Option (right to buy)	$27.22	02/19/2026		A		1,239,305		(8)	02/18/2036	Common Stock	1,239,305	$0	1,239,305	D

Explanation of Responses:

1. Each share of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") is convertible into 1,000 shares of Common Stock of Sensei Biotherapeutics, Inc. (the "Company"). The Preferred Stock has no expiration date.

2. Received in exchange for 4,062,777 shares of common stock of Faeth Holdings Therapeutics, Inc. ("HoldCo") pursuant to an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"), by and among the Company, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Second Merger Sub"), HoldCo and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth").

3. Under the terms of the Merger Agreement, on February 17, 2026, First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Company's Series B Preferred Stock in accordance with the Merger Agreement. Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Company's Common Stock ("Common Stock").

4. Received in exchange for a stock option to acquire 464,222 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement.

5. Beginning August 1, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments.

6. Received in exchange for stock options to acquire an aggregate of 284,320 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement.

7. Immediately exercisable.

8. 25% of the shares shall vest on February 19, 2027, and the remaining shares shall vest in 36 equal monthly installments thereafter.

	/s/ Anand Kiran Parikh	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What equity did Sensei Biotherapeutics (SNSE) COO Anand Kiran Parikh acquire?

Anand Kiran Parikh acquired Series B Preferred Stock and multiple stock option awards. These include 1,239,305 employee stock options granted February 19, 2026, plus Series B Preferred shares and additional options awarded February 17, 2026, all reported as awards at a zero-dollar stated price per share.

What is the conversion feature of Sensei Biotherapeutics (SNSE) Series B Preferred Stock?

Each share of Series B Non-Voting Convertible Preferred Stock converts into 1,000 shares of Sensei common stock. The preferred shares have no expiration date, and conversion is subject to conditions described in the Certificate of Designation governing the Series B Preferred Stock’s preferences, rights and limitations.

How is the Faeth merger related to the SNSE COO’s equity awards?

The COO received Series B Preferred Stock in exchange for 4,062,777 Faeth Holdings Therapeutics common shares under a Merger Agreement. The transaction involved Sensei, two Sapphire Merger Subs, HoldCo and Faeth, with Faeth equity converting into Sensei Series B Preferred shares at closing.

Were any Sensei Biotherapeutics (SNSE) options received in exchange for Faeth options?

Yes. Footnotes state some Sensei options were received in exchange for Faeth stock options. These Faeth options covered 464,222 and an aggregate 284,320 shares with a $0.23 exercise price, and were converted into Sensei options pursuant to the same Merger Agreement described in the filing.

What vesting schedules apply to the SNSE COO’s reported stock options?

One option award vests in 48 equal monthly installments beginning August 1, 2022. Another grant is immediately exercisable, while a separate award vests 25% on February 19, 2027, with the remaining shares vesting in 36 equal monthly installments after that initial vesting date.

Does the Series B Preferred Stock reported for SNSE’s COO expire?

The Series B Non-Voting Convertible Preferred Stock reported for the COO has no expiration date. Each preferred share remains outstanding until converted into 1,000 common shares, subject to the conditions and limitations set forth in the Series B Preferred Stock’s Certificate of Designation.