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  4. [Form 4] Senti Biosciences, Inc. Insider Trading Activity

Senti Biosciences insider receives 21.9K stock options, SEC filing shows

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Senti Biosciences (SNTI) – Form 4 filing overview

Director Edward T. Mathers reported a single transaction dated 06/25/2025 involving the award of 21,950 non-qualified stock options on SNTI common shares.

  • Exercise price: $2.05 per share
  • Expiration: 06/24/2035 (10-year term)
  • Vesting schedule: 100% of the options vest on the earlier of (i) the first anniversary of the grant or (ii) the 2026 Annual Meeting, contingent on continued board service.
  • Post-transaction holdings: 21,950 derivative securities held directly; no common shares were bought or sold.

The filing reflects routine director compensation rather than an open-market purchase or sale, so there is no immediate cash outflow for the insider and no change to the public float until potential future exercise. The $2.05 strike price indicates the board’s view of current fair value; it also sets a performance hurdle that could align the director’s long-term incentives with shareholder returns.

Positive

  • Alignment of interests: Option grant links director compensation to future stock performance, encouraging long-term value creation.

Negative

  • Potential dilution: Up to 21,950 new shares could enter the float if options are exercised, albeit immaterial at current share count.

Insights

TL;DR: Routine option grant; neutral near-term impact, aligns director incentives long-term.

The grant is standard board compensation and does not represent a cash purchase or sale, so it carries little direct market impact. At only 21.9 K shares, potential dilution is de-minimis relative to SNTI’s float. However, the $2.05 strike requires roughly 50-70% appreciation versus recent sub-$1 prices (if applicable), signalling the board’s confidence in future upside and creating alignment between the director and shareholders. No bearish signal—no disposals—was observed.

TL;DR: Governance-friendly equity award; locks director into service through 2026.

The one-year/2026 AGM vesting condition promotes board continuity, while the 10-year term is typical for biotech option plans. Because the award is reported promptly under Section 16, disclosure compliance remains strong. Investors should monitor future option exercises or additional grants for cumulative dilution, but today’s filing is business-as-usual and not materially transformative.

Insider Mathers Edward T
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 21,950 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 21,950 shares (Direct)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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*
Mathers Edward T
(Last) (First) (Middle)
104 5TH AVE
19TH FLOOR
(Street)
NEW YORK NY 10011
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Senti Biosciences, Inc. [ SNTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
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
Stock Option (Right to Buy) $2.05 06/25/2025 A 21,950 (1) 06/24/2035 Common Stock 21,950 $0 21,950 D
Explanation of Responses:
1. 100% of the shares underlying this option vest upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the 2026 Annual Meeting, subject to the reporting person's continued service through the applicable vesting date.
/s/ Zachary Bambach, attorney-in-fact 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many SNTI options did Director Edward T. Mathers receive?

He was granted 21,950 stock options on 06/25/2025.

What is the exercise price of the new SNTI options?

The options carry an exercise price of $2.05 per share.

When do the options granted to Edward Mathers vest?

100% vest on the earlier of the first anniversary of the grant or the 2026 Annual Meeting, subject to continued service.

Did the filing report any sale of SNTI shares by the director?

No. The Form 4 shows no disposals; it only records an award of options.

What is the expiration date of the reported SNTI stock options?

The options expire on 06/24/2035.