Tarsus (NASDAQ: TARS) HR chief sells 12,274 shares in tax-related trades

Rhea-AI Filing Summary

Tarsus Pharmaceuticals Chief Human Resources Officer Dianne C. Whitfield reported mandated sales of common stock to cover tax withholding obligations tied to restricted stock unit vesting. Over three days, she sold a total of 12,274 shares in open-market transactions at prices between $67 and $69.42 per share. After these sales, she directly held 35,028 shares of common stock. A footnote explains the transactions were "sell to cover" sales required by the company’s tax policy and were not discretionary trades initiated by her.

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^*

Whitfield Dianne C.

(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 Human Resources 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)		4,029	D	$69.42	43,273	D
Common Stock	03/18/2026		S(1)		4,071	D	$68.71	39,202	D
Common Stock	03/19/2026		S(1)		4,174	D	$67	35,028	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 did Tarsus Pharmaceuticals (TARS) executive Dianne C. Whitfield report on this Form 4?

Dianne C. Whitfield, Chief Human Resources Officer of Tarsus Pharmaceuticals, reported selling shares of common stock. The transactions covered tax withholding obligations from restricted stock unit vesting under a mandatory “sell to cover” arrangement elected by the company, rather than discretionary open-market sales.

How many TARS shares did Dianne C. Whitfield sell and at what prices?

Whitfield sold a total of 12,274 Tarsus Pharmaceuticals common shares across three days. The reported open-market sale prices were $67, $68.71, and $69.42 per share, with each transaction documented separately and tied to the same tax-withholding purpose.

Why were Tarsus Pharmaceuticals (TARS) shares sold by Dianne C. Whitfield according to the Form 4 footnote?

The Form 4 footnote states the sales were executed solely to cover tax withholding obligations from the vesting and settlement of restricted stock units. The issuer required a “sell to cover” transaction, so these sales did not represent discretionary trading decisions by Whitfield.

How many Tarsus Pharmaceuticals (TARS) shares does Dianne C. Whitfield hold after these transactions?

Following the reported sales, Whitfield directly holds 35,028 shares of Tarsus Pharmaceuticals common stock. This post-transaction holding figure is disclosed in the Form 4 for the final trade date, providing context on her remaining equity position with the company.

Are the reported TARS stock sales by Dianne C. Whitfield considered open-market trades?

The transactions are coded as open-market sales of common stock, but the footnote clarifies they served to fund tax withholding via a required “sell to cover” election. This means they function as tax-related sales rather than discretionary investment decisions.