Senti Biosciences (SNTI) CEO reports 80,666-share tax withholding on RSUs

Rhea-AI Filing Summary

Senti Biosciences CEO Timothy K. Lu reported a tax-related share disposition. On the net settlement of time-based restricted stock units, 80,666 shares of common stock were withheld by the company to cover income tax obligations and remittance, which the filing states is not an open market sale. After this withholding, Lu directly holds 639,583 common shares, and the filing also notes 52,839 shares held indirectly, including through the Luminen Trust, where he disclaims beneficial ownership except for any pecuniary interest.

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^*

Lu Timothy K

(Last) (First) (Middle)

C/O SENTI BIOSCIENCES, INC.

2 CORPORATE DRIVE FIRST FLOOR

(Street)

SOUTH SAN FRANCISCO CA 94080

(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
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		F		80,666(1)	D	$0	639,583	D(1)
Common Stock								52,839	I	By spouse
Common Stock								52,839	I	See footnote(2)

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

Explanation of Responses:

1. Represents the number of shares of common stock that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of certain time-based restricted stock unit awards and does not represent an open market sale.

2. The shares are held by Luminen Services, LLC, as trustee of the Luminen Trust, of which the reporting person is the settlor. The reporting person disclaims Section 16 beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

Remarks:

	/s/ Robert Cutler, attorney-in-fact	03/09/2026
	** 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).
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FAQ

What insider transaction did Senti Biosciences (SNTI) report for CEO Timothy K. Lu?

CEO Timothy K. Lu had 80,666 Senti Biosciences shares withheld for taxes. These shares were retained by the company to satisfy income tax obligations on vested restricted stock units and were explicitly described as not being an open market sale.

Was the Senti Biosciences (SNTI) CEO’s Form 4 transaction an open market sale?

No, the transaction was not an open market sale. The 80,666 common shares were withheld by Senti Biosciences to cover income tax and remittance obligations tied to restricted stock units, according to the filing footnote.

How many Senti Biosciences (SNTI) shares does CEO Timothy K. Lu hold after this Form 4?

After the tax withholding, Timothy K. Lu directly holds 639,583 shares. The Form 4 also reports 52,839 shares held indirectly, including through the Luminen Trust, for which he disclaims beneficial ownership except for any pecuniary interest.

What does the 80,666-share withholding mean for Senti Biosciences (SNTI) investors?

The 80,666-share event is a tax-withholding disposition, not a market trade. It reflects routine settlement of tax obligations on restricted stock units and does not indicate a discretionary buy or sell decision by the CEO in the open market.

How are the indirect Senti Biosciences (SNTI) holdings of CEO Timothy K. Lu structured?

The Form 4 lists 52,839 Senti Biosciences shares as indirectly held. A footnote explains these are held by Luminen Services, LLC as trustee of the Luminen Trust, and Lu disclaims Section 16 beneficial ownership except for any pecuniary interest.