[Form 4] TELA Bio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

TELA Bio, Inc. reported an insider share purchase by major holders connected to EW Healthcare Partners. On 11/17/2025, these reporting persons acquired 3,604,000 shares of TELA Bio common stock in the company’s underwritten registered direct offering at a price of $1.11 per share. After this transaction, they beneficially own a total of 7,714,709 shares, split between EW Healthcare Partners Fund 2, L.P. and EW Healthcare Partners Fund 2-A, L.P. The filing notes that control over voting and investment decisions for these shares is held through the EW Healthcare general partner structure and its managers, who each disclaim ownership beyond their pecuniary interests.

Insights

Equity Capital Markets Specialist

Large insider-affiliated funds bought 3.6M new shares in a registered direct offering, increasing their aggregate stake to about 7.7M shares.

The reporting group, affiliated with the EW Healthcare funds, acquired 3,604,000 shares of TELA Bio, Inc. common stock in an underwritten registered direct offering at $1.11 per share on 11/17/2025. After this transaction, they report beneficial ownership of 7,714,709 shares in total, split between EW Healthcare Partners Fund 2, L.P. and EW Healthcare Partners Fund 2-A, L.P. This reflects a meaningful capital commitment to the issuer through primary issuance, rather than open-market trading.

The ownership structure is layered: the two EW funds hold the shares, their general partner is EW Healthcare Partners Fund 2-GP, L.P., and the ultimate general partner is EW Healthcare Partners Fund 2-UGP, LLC. The managers of this ultimate general partner collectively control voting and disposition of the shares, and all these entities and individuals expressly disclaim beneficial ownership beyond their economic interest. This structure concentrates governance influence in the general partner while clarifying legal responsibility and economic exposure.

This filing highlights that a significant existing holder participated in the registered direct offering and now holds an enlarged position as of 11/17/2025. Points to follow in related filings over the next few quarters include any additional equity offerings, changes in reported beneficial ownership by this group, and whether the governance role of these funds or their managers evolves alongside this increased stake.

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^*

EW HEALTHCARE PARTNERS FUND 2, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 150

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [ TELA ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.001 per share	11/17/2025		P		3,604,000(1)	A	$1.11	7,714,709	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

1. Name and Address of Reporting Person^*

EW HEALTHCARE PARTNERS FUND 2, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 150

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

EW HEALTHCARE PARTNERS FUND 2-A, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 150

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

EW Healthcare Partners Fund 2 GP, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 150

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

EW Healthcare Partners Fund 2-UGP, LLC

(Last) (First) (Middle)

21 WATERWAY AVENUE

SUITE 150

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. Shares of the Issuer's common stock acquired in the Issuer's underwritten registered direct offering at a price of $1.11 per share. Consists of 1,416,249 shares acquired by EW Healthcare Partners Fund 2, L.P. and 2,187,751 shares acquired by EW Healthcare Partners Fund 2-A, L.P.

Remarks:

The amount reported in Column 5 of Table I reflects the aggregate number of shares of the Issuer's common stock (the "Shares") held by the Reporting Persons as of the date of this filing. As of such date, the Reporting Persons hold an aggregate 7,714,709 Shares, 3,031,617 of which are held by EW Healthcare Partners Fund 2, L.P. ("EW Fund 2") and 4,683,092 of which are held by EW Healthcare Partners Fund 2-A, L.P. ("EW Fund 2-A," and together with EW Fund 2, the "EW Funds"). EW Healthcare Partners Fund 2-GP, L.P. ("EW Funds GP") is the general partner of each of the EW Funds. EW Healthcare Partners Fund 2-UGP, LLC (the "General Partner") is the general partner of EW Funds GP. The General Partner holds sole voting and dispositive power over the Shares. The managers of the General Partner are Martin P. Sutter, Ron Eastman, Scott Barry and Petri Vainio (collectively, the "Managers") and may exercise voting and investment control over the Shares held by the EW Funds only by majority action of the Managers. Each of the Managers, EW Funds GP and the General Partner disclaims ownership over the Shares held by the EW Funds except to the extent of his or its respective pecuniary interest therein.

	EW HEALTHCARE PARTNERS FUND 2, L.P., By: EW Healthcare Partners Fund 2-GP, L.P., its General Partner, By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	11/17/2025
	EW HEALTHCARE PARTNERS FUND 2-A, L.P., By: EW Healthcare Partners Fund 2-GP, L.P., its General Partner, By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	11/17/2025
	EW HEALTHCARE PARTNERS FUND 2-GP, L.P., By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	11/17/2025
	EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	11/17/2025
	** 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.
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FAQ

What insider transaction did TELA (TELA Bio, Inc.) report in this Form 4?

The filing reports that reporting persons affiliated with EW Healthcare Partners acquired 3,604,000 shares of TELA Bio common stock in an underwritten registered direct offering on 11/17/2025 at $1.11 per share.

How many TELA Bio shares do the EW Healthcare reporting persons now beneficially own?

After the reported transaction, the reporting persons beneficially own an aggregate of 7,714,709 TELA Bio shares, with 3,031,617 shares held by EW Healthcare Partners Fund 2, L.P. and 4,683,092 shares held by EW Healthcare Partners Fund 2-A, L.P.

At what price were the TELA Bio shares purchased by the EW Healthcare funds?

The shares were acquired in TELA Bio’s underwritten registered direct offering at a purchase price of $1.11 per share of common stock.

What is the relationship of the EW Healthcare reporting persons to TELA Bio (TELA)?

The reporting persons are indicated as a DirectorOfficer, and they are also marked as a 10% owner of TELA Bio, reflecting their significant shareholdings.

How are control and voting power over the TELA Bio shares structured for the EW Healthcare funds?

Voting and dispositive power over the 7,714,709 shares is held by EW Healthcare Partners Fund 2-UGP, LLC, the general partner of EW Healthcare Partners Fund 2-GP, L.P., which in turn is the general partner of the EW funds. The managers of this general partner may exercise control over the shares by majority action and each disclaims ownership beyond his or its pecuniary interest.

Which specific EW Healthcare funds participated in the TELA Bio share purchase and in what amounts?

The purchase of 3,604,000 shares consisted of 1,416,249 shares acquired by EW Healthcare Partners Fund 2, L.P. and 2,187,751 shares acquired by EW Healthcare Partners Fund 2-A, L.P.