Tarsus Pharmaceuticals (NASDAQ: TARS) general counsel exercises 24,236 RSUs

Rhea-AI Filing Summary

Tarsus Pharmaceuticals, Inc. reported that General Counsel Bryan Wahl acquired common shares through the settlement of vested restricted stock units (RSUs). On March 15, 2026, multiple RSU awards were exercised, delivering a total of 24,236 shares of common stock at an exercise price of $0.00 per share.

Following these transactions, Wahl held 76,399 shares of Tarsus common stock directly, which includes 451 shares acquired under the company’s Employee Stock Purchase Plan on June 30, 2025. The RSUs were granted between 2022 and 2025 under the 2020 Stock Plan, with 25% of each grant vesting annually on March 15, subject to continued service.

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^*

Wahl Bryan

(Last) (First) (Middle)

C/O TARSUS PHARMACEUTICALS, INC.

15440 LAGUNA CANYON ROAD, SUITE 160

(Street)

IRVINE CA 92618

(City) (State) (Zip)

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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		24,236	A	(1)	76,399(2)	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
Restricted Stock Units	(3)	03/15/2026		M			4,790	(4)	(4)	Common Stock	4,790	$0	0	D
Restricted Stock Units	(3)	03/15/2026		M			7,248	(5)	(5)	Common Stock	7,248	$0	7,249	D
Restricted Stock Units	(3)	03/15/2026		M			7,176	(6)	(6)	Common Stock	7,176	$0	14,351	D
Restricted Stock Units	(3)	03/15/2026		M			5,022	(7)	(7)	Common Stock	5,022	$0	15,067	D

Explanation of Responses:

1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs").

2. Includes 451 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2025.

3. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock.

4. RSUs granted on March 9, 2022, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs vested on March 15th of each of 2023, 2024, 2025 and 2026.

5. RSUs granted on March 8, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service.

6. RSUs granted on March 7, 2024, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2025, 2026, 2027 and 2028, subject to the Reporting Person's continuous service.

7. RSUs granted on March 5, 2025, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on March 15th of each of 2026, 2027, 2028 and 2029, subject to the Reporting Person's continuous service.

Remarks:

	/s/ Jeffrey Farrow, Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transaction did Tarsus (TARS) report for General Counsel Bryan Wahl?

Tarsus reported that General Counsel Bryan Wahl settled vested RSUs into common stock. On March 15, 2026, multiple RSU awards were exercised, converting into 24,236 Tarsus common shares at an exercise price of $0.00 per share, with no open-market sale involved.

How many Tarsus (TARS) shares does Bryan Wahl hold after this Form 4 filing?

After the reported RSU settlements, Bryan Wahl directly holds 76,399 Tarsus common shares. This total includes 24,236 shares from vested RSUs settled on March 15, 2026, and 451 shares previously acquired under the Employee Stock Purchase Plan on June 30, 2025.

Did the Tarsus (TARS) Form 4 show any stock sales by Bryan Wahl?

The Form 4 shows no stock sales by Bryan Wahl. All transactions are coded “M,” reflecting exercises or conversions of derivative securities, specifically vested restricted stock units settling into 24,236 common shares, without any accompanying disposition or tax-withholding sales reported.

What are the key terms of Bryan Wahl’s RSU grants from Tarsus (TARS)?

The RSUs were granted in 2022, 2023, 2024, and 2025 under the 2020 Stock Plan. Each award vests 25% on March 15 of four consecutive years, with future vesting through 2029 conditioned on Wahl’s continuous service at Tarsus Pharmaceuticals.

How do restricted stock units (RSUs) work in this Tarsus (TARS) Form 4?

Each Tarsus RSU represents a contingent right to receive one common share. When RSUs vest and are settled, as on March 15, 2026, they convert into actual common stock, increasing the insider’s shareholdings without requiring cash payment at exercise in this case.