Tarsus (NASDAQ: TARS) counsel sells shares to cover RSU tax

Rhea-AI Filing Summary

Tarsus Pharmaceuticals, Inc. reported that its General Counsel, Bryan Wahl, sold a total of 12,440 shares of common stock over three days at prices between $67.00 and $69.42 per share. According to the footnote, these sales were made solely to cover tax withholding obligations tied to the vesting and settlement of restricted stock units and were mandated by the company’s sell-to-cover election, meaning they were not discretionary trades by Wahl. After these transactions, he holds 63,959 shares of Tarsus common stock directly.

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^*

Wahl Bryan

(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)
	General Counsel

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)		4,084	D	$69.42	72,315	D
Common Stock	03/18/2026		S(1)		4,125	D	$68.71	68,190	D
Common Stock	03/19/2026		S(1)		4,231	D	$67	63,959	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 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.

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

Tarsus reported that General Counsel Bryan Wahl sold 12,440 common shares over three days. The company states these transactions were solely to cover tax withholding from restricted stock unit vesting, under a mandated sell-to-cover arrangement rather than discretionary trading.

On what dates did the Tarsus (TARS) insider share sales occur?

The reported sales occurred on March 17, 2026, March 18, 2026, and March 19, 2026. Across these three days, General Counsel Bryan Wahl executed mandated sell-to-cover transactions related to restricted stock unit vesting tax obligations, not discretionary open-market sales.

How many Tarsus (TARS) shares did Bryan Wahl sell and at what prices?

Bryan Wahl sold 12,440 Tarsus common shares in total. Individual trades were 4,084 shares at $69.42, 4,125 shares at $68.71, and 4,231 shares at $67.00, all designated as sales to fund tax withholding on restricted stock unit vesting.

Why did the Tarsus (TARS) General Counsel sell shares in this Form 4?

The filing explains the sales were to cover tax withholding obligations from restricted stock unit vesting. Tarsus elected to satisfy these taxes through mandatory sell-to-cover transactions, so the trades are described as non-discretionary rather than voluntary market sales by the General Counsel.

How many Tarsus (TARS) shares does Bryan Wahl hold after these transactions?

Following the reported sell-to-cover transactions, Bryan Wahl directly holds 63,959 Tarsus common shares. This post-transaction holding reflects his remaining equity position after selling 12,440 shares to satisfy tax withholding requirements associated with restricted stock unit vesting.

Were the recent Tarsus (TARS) insider sales by Bryan Wahl discretionary?

No. The footnote states the sales were mandated by Tarsus’ election to fund tax withholding through sell-to-cover transactions. It specifically notes these trades do not represent discretionary transactions by Bryan Wahl, but were required to cover RSU-related tax obligations.