Tarsus Pharmaceuticals (TARS) CMO RSUs vest; shares sold for tax cover

Rhea-AI Filing Summary

Tarsus Pharmaceuticals, Inc. Chief Medical Officer reported equity transactions tied to restricted stock units (RSUs). On December 15, 2025, 6,819 RSUs vested and were settled into an equal number of common shares. On December 16, 2025, 2,078 common shares were sold at $79.5 per share to cover tax withholding obligations under a mandated “sell to cover” arrangement, rather than as a discretionary sale.

After these transactions, the officer beneficially owned 24,019 common shares directly, plus 6,360 shares held indirectly through a spouse’s Roth IRA and 12,040 shares held through a 401(k) plan. The officer also held 20,459 RSUs, which each represent a contingent right to receive one share of common stock and vest in four equal annual installments on December 15 of 2025, 2026, 2027, and 2028, subject to continuous 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
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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^*

Lin Elizabeth Yeu

(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)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M(1)		6,819	A	(1)	24,019(2)	D
Common Stock	12/16/2025		S(3)		2,078	D	$79.5	21,941	D
Common Stock								6,360(2)	I	By Spouse's Roth IRA
Common Stock								12,040	I	By 401(k) Plan

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	(4)	12/15/2025		M			6,819	(5)	(5)	Common Stock	6,819	$0	20,459	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. Since the date of the Reporting Person's last report, 9,506 shares previously owned by the Reporting Person's Spouse's Roth IRA were transferred to the Reporting Person's self-directed IRA and are now directly owned.

3. 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.

4. Each RSU represents a contingent right to receive one share of the Company's common stock.

5. RSUs granted on November 4, 2024 in connection with the Reporting Person's appointment as Chief Medical Officer. 25% of the RSUs will vest on December 15th of each of 2025, 2026, 2027 and 2028, subject to the Reporting Person's continuous service.

Remarks:

	/s/ Scott Sieckert, Attorney-in-Fact	12/17/2025
	** 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 Pharmaceuticals (TARS) report?

The Chief Medical Officer reported the vesting and settlement of 6,819 restricted stock units into common shares on December 15, 2025, followed by a sale of 2,078 shares on December 16, 2025.

Why did the Tarsus (TARS) Chief Medical Officer sell 2,078 shares?

The 2,078 shares were sold at $79.5 per share to cover tax withholding obligations related to the vesting and settlement of RSUs under a mandated “sell to cover” arrangement, and were not a discretionary sale.

How many Tarsus Pharmaceuticals (TARS) shares does the insider own after the transactions?

After the reported transactions, the officer owned 24,019 shares directly, 6,360 shares indirectly through a spouse’s Roth IRA, and 12,040 shares indirectly through a 401(k) plan.

What RSU awards does the Tarsus (TARS) Chief Medical Officer currently hold?

The officer holds 20,459 restricted stock units, each representing a contingent right to receive one share of common stock, granted on November 4, 2024 in connection with the appointment as Chief Medical Officer.

How do the Tarsus (TARS) RSUs vest for the Chief Medical Officer?

For the RSUs granted on November 4, 2024, 25% vest on December 15 of each of 2025, 2026, 2027, and 2028, subject to the officer’s continuous service.

Did the Tarsus (TARS) insider’s spouse-related holdings change?

Since the prior report, 9,506 shares previously held in the spouse’s Roth IRA were transferred to the officer’s self-directed IRA and are now held directly by the reporting person.