[Form 4] Spyre Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Spyre Therapeutics CFO Scott L. Burrows reported a sell-to-cover transaction tied to the settlement of restricted stock units. The filing shows 18,428 shares of common stock were sold at a weighted average price reported near $16.26, generated to satisfy tax withholding obligations arising from the settlement of 33,738 RSUs. Following the sale, the reporting person beneficially owns 97,994 shares outright.

The report also discloses an additional 67,476 RSUs that remain outstanding; those RSUs vest in two equal installments on September 1, 2026 and September 1, 2027, subject to continued employment. The transaction is described as non-discretionary and solely for tax withholding.

Positive

• Sale was a sell-to-cover tied to RSU settlement, indicating the transaction was for tax withholding rather than discretionary cashing out
• Reporting person retains substantial ownership with 97,994 shares beneficially owned after the transaction
• Material unvested RSUs remain (67,476) that align the executive's incentives with long-term performance via scheduled vesting in 2026 and 2027

Negative

• Immediate dilution potential from existing and unvested RSUs as 33,738 RSUs settled and 67,476 additional RSUs remain outstanding
• Reported sale reduces direct share count by 18,428 shares, lowering immediate insider-held common stock

Insights

Corporate Governance Expert

TL;DR: Routine sell-to-cover for RSU tax withholding; no discretionary insider trading signaled.

The Form 4 documents a standard tax-withholding sale connected to RSU settlement rather than a discretionary sale. The reporting person retains nearly 98,000 shares and holds additional RSUs vesting over two years, indicating ongoing alignment with shareholder value through continued equity exposure. This is a routine compensation-related filing with limited governance implication.

Equity Compensation Specialist

TL;DR: Transaction is compensation settlement-driven; materiality is limited to dilution and future vesting schedules.

The sale of 18,428 shares satisfies tax withholding on 33,738 settled RSUs; the weighted average sale price is reported around $16.26 to $16.30. Significant unvested RSUs (67,476) remain, vesting in two equal installments in 2026 and 2027, which will create future equity issuance upon vesting. This pattern is consistent with standard RSU administration.

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
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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^*

Burrows Scott L

(Last) (First) (Middle)

221 CRESCENT STREET, BUILDING 23,

SUITE 105

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spyre Therapeutics, Inc. [ SYRE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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
Common Stock	09/02/2025		S		18,428(1)	D	$16.26(2)	97,994(3)	D

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. The transaction reported reflects the sale of shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") in satisfaction of the Reporting Person's tax liability in connection with the settlement of 33,738 restricted stock units ("RSUs"). This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade made by the Reporting Person.

2. The price reported is a weighted average sale price of the Common Stock. These shares were sold in multiple transactions at prices ranging from $16.26 to $16.30, inclusive. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 67,476 RSUs. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The RSUs vest in two equal installments on each of September 1, 2026 and 2027, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

	/s/ Heidy King-Jones, as Attorney-in-Fact	09/03/2024
	** 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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