Tectonic Therapeutic CSO awarded RSUs and 8,260 stock options (TECX)

Rhea-AI Filing Summary

Tectonic Therapeutic insider Peter McNamara, the company's Chief Scientific Officer and a director, reported equity awards on 09/25/2025. He was granted 4,550 restricted stock units (RSUs) that vest in three equal annual installments on 09/25/2026, 09/25/2027 and 09/25/2028, and an employee stock option to purchase 8,260 shares at an exercise price of $14.71 per share that vests monthly over 48 months beginning 10/25/2025 and expires 09/24/2035. After these grants, McNamara directly beneficially owns 33,879 shares and 8,260 option shares underlying the option.

Positive

• Clear alignment of incentives: RSUs and options vest over multi-year schedules to retain the Chief Scientific Officer
• No cash outflow: Grants are equity-based so there is no immediate cash impact on the company
• Transparent disclosure: Form 4 details vesting schedules, strike price ($14.71) and post-grant beneficial ownership (33,879 shares plus 8,260 option shares)

Negative

• Potential dilution: If all awards vest and options are exercised, outstanding shares would increase, diluting existing shareholders
• Lack of company-wide context: The filing does not state aggregate equity run-rate or how these grants fit within total outstanding share count

Insights

Financial Analyst

TL;DR: Routine long-term equity grants align executive incentives without immediate cash impact; not an earnings event.

The awards consist of time-based RSUs and a standard ten-year option with a $14.71 strike, indicating retention and performance alignment. Vesting schedules—three annual installments for RSUs and 48 monthly installments for the option—spread dilution over multiple years and tie ownership to continued service. The transactions are routine for executive compensation and do not reflect a sale or purchase in the open market; they have no direct near-term effect on cash flows or reported revenue.

Corporate Governance Expert

TL;DR: Grants are conventional retention awards; governance oversight should note pacing and potential dilution.

Time-based RSUs and staggered-option vesting are common governance tools to retain senior officers. The form discloses clear vesting conditions and service-based contingencies. Investors should note the total potential increase in outstanding shares if all awards vest, and boards typically disclose aggregate equity run-rate in proxy statements; this filing alone does not provide company-wide equity metrics. The reported form is consistent with standard disclosure practices under Section 16.

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

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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).

1. Name and Address of Reporting Person^*

McNamara Peter

(Last) (First) (Middle)

C/O TECTONIC THERAPEUTIC, INC.

490 ARSENAL WAY, SUITE 210

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tectonic Therapeutic, Inc. [ TECX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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	09/25/2025		A		4,550(1)	A	$0	33,879	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
Employee Stock Option (Right to Buy)	$14.71	09/25/2025		A		8,260		(2)	09/24/2035	Common Stock	8,260	$0	8,260	D

Explanation of Responses:

1. These shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. The shares shall vest in 3 equal annual installments on each of September 25, 2026, September 25, 2027 and September 25, 2028, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

2. The shares subject to the option vest in 48 equal monthly installments beginning on October 25, 2025, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

	/s/ Daniel Lochner, Attorney-in-Fact	09/29/2025
	** 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 equity awards did Peter McNamara report for TECX on 09/25/2025?

He reported 4,550 RSUs vesting in three annual installments (09/25/2026–09/25/2028) and an option for 8,260 shares at a $14.71 exercise price vesting monthly over 48 months starting 10/25/2025.

How many shares does the reporting person beneficially own after the reported transactions?

The filing shows 33,879 shares beneficially owned directly and 8,260 option shares underlying the reported option.

When do the RSUs and options become exercisable or vest?

RSUs vest in three equal annual installments on 09/25/2026, 09/25/2027 and 09/25/2028; the option vests in 48 equal monthly installments beginning 10/25/2025 and expires 09/24/2035.

What is the exercise price and expiration date of the reported option?

The option has an exercise price of $14.71 and an expiration date of 09/24/2035.

Does the Form 4 show any open-market purchases or sales by the insider?

No. The Form 4 reports equity awards granted (RSUs and an option); it does not show any open-market purchases or dispositions.