Was Jeffrey S. Farrow’s Tarsus (TARS) share sale a discretionary trade?

The filing states the sale was not discretionary. Shares were sold under the issuer’s election to fund tax withholding obligations through a mandated “sell to cover” transaction tied to the vesting and settlement of Restricted Stock Units.

[Form 4] Tarsus Pharmaceuticals, Inc. Insider Trading Activity

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Tarsus Pharmaceuticals officer Jeffrey S. Farrow reported RSU vesting and a related tax transaction. On June 15, 2026, 27,881 Restricted Stock Units settled into the same number of common shares at a conversion price of $0.00 per share. On June 16, 2026, 14,396 of these shares were sold at $60.95 per share to cover tax withholding obligations under a mandatory “sell to cover” election by the company, so the sale was not a discretionary trade. After these transactions, Farrow directly owns 56,801 shares of Tarsus common stock. The RSUs were granted on April 24, 2023 and vest 25% each June 15 from 2024 through 2027, subject to his continuous service.

Insider Trade Summary

Net Seller: 14,396 shares ($877,436)

Net Sell 3 txns

Insider Farrow Jeffrey S

Role See Remarks

Sold 14,396 shs ($877K)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,396	$60.95	$877K
Exercise	Restricted Stock Units	27,881	$0.00	--
Exercise	Common Stock	27,881	$0.00	--

Holdings After Transaction: Common Stock — 56,801 shares (Direct, null); Restricted Stock Units — 27,882 shares (Direct, null)

Footnotes (1)

The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. 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 RSUs. 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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock. RSUs granted on April 24, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on June 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service.

Key Figures

Shares sold: 14,396 shares Sale price: $60.95 per share RSUs settled: 27,881 units +3 more

6 metrics

Shares sold 14,396 shares Open-market sale on June 16, 2026

Sale price $60.95 per share Tax-related sale to cover withholding

RSUs settled 27,881 units RSUs converted into common stock on June 15, 2026

Post-transaction holdings 56,801 shares Direct ownership after reported transactions

RSU grant date April 24, 2023 Grant under 2020 Stock Plan

RSU vesting pattern 25% annually 2024–2027 Vests each June 15, subject to service

Key Terms

Restricted Stock Units, sell to cover, Tarsus Pharmaceuticals, Inc. 2020 Stock Plan, continuous service

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Tarsus Pharmaceuticals, Inc. 2020 Stock Plan financial

"RSUs granted on April 24, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan."

continuous service financial

"will vest on June 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service."

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:17 PM

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^*

Farrow Jeffrey S

(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)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2026		M⁽¹⁾		27,881	A	⁽¹⁾	71,197	D
Common Stock	06/16/2026		S⁽²⁾		14,396	D	$60.95	56,801	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	06/15/2026		M			27,881	⁽⁴⁾	⁽⁴⁾	Common Stock	27,881	$0	27,882	D

Explanation of Responses:

1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock.

2. 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 RSUs. 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.

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

4. RSUs granted on April 24, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. 25% of the RSUs will vest on June 15th of each of 2024, 2025, 2026 and 2027, subject to the Reporting Person's continuous service.

Remarks:

Chief Financial Officer and Chief Strategy Officer

	/s/ Jeffrey Farrow	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Tarsus (TARS) report for Jeffrey S. Farrow?

Jeffrey S. Farrow reported RSU vesting and a related tax sale. 27,881 Restricted Stock Units settled into common shares, and 14,396 shares were sold at $60.95 to satisfy tax withholding obligations under a mandatory “sell to cover” election.

How many Tarsus (TARS) shares did Jeffrey S. Farrow sell and at what price?

Jeffrey S. Farrow sold 14,396 shares of Tarsus common stock at $60.95 per share. According to the filing, this sale was executed solely to cover tax withholding obligations arising from the vesting and settlement of his Restricted Stock Units.

How many Tarsus (TARS) shares does Jeffrey S. Farrow own after these transactions?

Following the reported RSU settlement and tax-related sale, Jeffrey S. Farrow directly owns 56,801 shares of Tarsus Pharmaceuticals common stock. This figure reflects his position after the 14,396-share sale to satisfy tax withholding obligations.

What are the vesting terms of Jeffrey S. Farrow’s Tarsus (TARS) RSUs?

Farrow’s RSUs were granted on April 24, 2023 under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan. The grant vests 25% on June 15 of each of 2024, 2025, 2026, and 2027, provided he continues in service with the company.