TELA Bio (NASDAQ: TELA) COO/CFO reports stock grants and RSU tax withholdings

Rhea-AI Filing Summary

TELA Bio, Inc. executive Roberto Cuca, the COO and CFO, reported a mix of equity awards and tax-related share withholdings. On February 20, 2026, he received a grant of 85,000 stock options and an award of 57,000 shares of common stock, both as direct ownership. The options vest over four years starting February 20, 2027, and the share award consists of RSUs vesting in four equal annual installments beginning the same date, subject to continued service.

To cover withholding taxes on RSU vesting, the issuer withheld 4,780 shares on February 21, 2026 at $0.7174 per share and 5,234 shares on February 23, 2026 at $0.7660 per share, characterized as tax-withholding dispositions rather than open-market sales. After these transactions, Cuca directly owned 257,377 shares of common stock.

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^*

Cuca Roberto

(Last) (First) (Middle)

C/O TELA BIO, INC.

1 GREAT VALLEY PARKWAY, SUITE 24

(Street)

MALVERN PA 19355

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	COO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A		57,000(1)	A	$0	267,391(2)	D
Common Stock	02/21/2026		F		4,780(3)	D	$0.7174	262,611	D
Common Stock	02/23/2026		F		5,234(3)	D	$0.766	257,377	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
Stock Option (Right to Buy)	$0.717	02/20/2026		A		85,000		(4)	02/20/2036	Common Stock	85,000	$0	85,000	D

Explanation of Responses:

1. These restricted stock units ("RSUs") will vest in four equal annual installments beginning on February 20, 2027, subject to the Reporting Person's continuous service through the applicable vesting dates.

2. Includes 1,079 shares acquired under the Company's employee stock purchase plan on each of July 31, 2025 and January 30, 2026.

3. Shares withheld by the Issuer to satisfy applicable withholding taxes upon vesting of RSUs.

4. The option vests 25% on February 20, 2027, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the Reporting Person's continued service through the applicable vesting dates.

	/s/ Megan Smeykal, Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What did TELA (TELA) executive Roberto Cuca report in this Form 4?

Roberto Cuca reported equity awards and tax-related share withholdings, not open-market trades. He received 85,000 stock options and 57,000 common shares as awards, and the company withheld 10,014 shares in total to satisfy RSU tax obligations, leaving him with 257,377 directly owned shares.

How many TELA (TELA) stock options were granted to Roberto Cuca and how do they vest?

He was granted 85,000 stock options on February 20, 2026. The options vest 25% on February 20, 2027, with the remaining 75% vesting in equal monthly installments over the following 36 months, conditioned on his continued service through each vesting date.

What restricted stock unit (RSU) award did Roberto Cuca receive from TELA (TELA)?

He received an award tied to 57,000 shares of common stock on February 20, 2026. These RSUs vest in four equal annual installments beginning February 20, 2027, and each installment requires his continuous service through the applicable vesting date to actually receive the underlying shares.

Were the TELA (TELA) share dispositions by Roberto Cuca open-market sales?

No, the dispositions were tax-withholding events. TELA withheld 4,780 shares at $0.7174 and 5,234 shares at $0.7660 upon RSU vesting to cover applicable withholding taxes, as indicated by the Form 4 code F and the related explanatory footnote.

How many TELA (TELA) shares does Roberto Cuca own after these transactions?

Following the reported grants and tax-withholding dispositions, Roberto Cuca directly owns 257,377 shares of TELA common stock. This figure reflects his updated direct holdings after equity awards on February 20, 2026, and the issuer’s withholding of shares for RSU tax obligations on February 21 and 23, 2026.

What do the Form 4 footnotes reveal about TELA (TELA) RSU and option vesting?

The RSUs vest in four equal annual installments starting February 20, 2027, contingent on continued service. The stock options vest 25% on that same date, with the remaining 75% vesting in equal monthly installments over the next 36 months, also requiring continued service throughout the schedule.