Tarsus Pharmaceuticals (TARS) COO mandated sell-to-cover totals 11,324 shares

Rhea-AI Filing Summary

Tarsus Pharmaceuticals Chief Operating Officer Seshadri Neervannan reported mandatory share sales to cover taxes tied to restricted stock vesting. On March 17–19, 2026, he sold 11,324 shares of common stock in open-market transactions at prices between $67.00 and $69.42 per share. A footnote explains these were issuer-required “sell to cover” trades for tax withholding, not discretionary sales. After the transactions, he directly holds 85,780 shares of common stock. An additional 475 shares are reported as indirectly held by his daughter, but he disclaims beneficial ownership of those securities.

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^*

Neervannan Seshadri

(Last) (First) (Middle)

C/O TARSUS PHARMACEUTICALS, INC.

15440 LAGUNA CANYON ROAD, SUITE 160

(Street)

IRVINE CALIFORNIA 92618

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tarsus Pharmaceuticals, Inc. [ TARS ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

X	Form filed by One Reporting Person
	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
Common Stock	03/17/2026		S(1)		3,125	D	$69.42	93,979	D
Common Stock	03/18/2026		S(1)		3,610	D	$68.71	90,369	D
Common Stock	03/19/2026		S(1)		4,589	D	$67	85,780	D
Common Stock								475	I	By daughter(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. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

2. This holding balance is related to the Reporting Person's daughter who shares the Reporting Person's household. The Reporting Person disclaims beneficial ownership of the securities held by his daughter, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Jeffrey Farrow, Attorney-in-Fact	03/19/2026
	** 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 did Tarsus (TARS) COO Seshadri Neervannan report in this Form 4?

He reported selling common stock to cover tax withholding from restricted stock vesting. The sales were issuer-mandated “sell to cover” transactions, not discretionary trades, and were executed over several days in open-market transactions.

How many Tarsus (TARS) shares did the COO sell and at what prices?

He sold a total of 11,324 common shares. The transactions included 3,125 shares at $69.42, 3,610 shares at $68.71, and 4,589 shares at $67.00, all characterized as open-market sales for tax withholding.

Why were the Tarsus (TARS) COO’s share sales characterized as sell-to-cover?

A footnote states the sales were required to satisfy tax withholding obligations from restricted stock unit vesting. The issuer elected to fund withholding through mandated “sell to cover” trades, so these transactions are not considered discretionary sales by the executive.

How many Tarsus (TARS) shares does the COO hold after these transactions?

Following the reported sales, he directly holds 85,780 shares of Tarsus common stock. The Form 4 also reports 475 shares held by his daughter, but he expressly disclaims beneficial ownership of those indirectly held securities.

Were any of the Tarsus (TARS) COO’s reported holdings indirect or disclaimed?

Yes. The filing shows 475 shares attributed to his daughter who shares his household. He disclaims beneficial ownership of those daughter-held shares, clarifying they should not be treated as his beneficial holdings for regulatory purposes.

Does this Tarsus (TARS) Form 4 indicate any option exercises or derivative transactions?

No. The reported transactions all involve non-derivative common stock. The derivative section shows no remaining derivative positions or option exercises in this filing, and the transaction summary lists zero derivative transactions or option exercises.