[Form 4] Tharimmune, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tharimmune, Inc. (THAR) – Form 4 filing dated 07/07/2025

Director Kelly Anderson reported the award of 6,300 shares of common stock on 06/23/2025. The shares were granted at $0.00 cost under the company’s 2023 Omnibus Equity Incentive Plan and are held directly. No derivative securities were reported. Following the transaction, Anderson’s beneficial ownership stands at 6,300 common shares.

The filing does not disclose any sales, option exercises, or purchases with cash consideration, and it contains no financial performance information. Given the small size of the award and absence of market-moving details, the transaction appears routine and is unlikely to materially affect the company’s valuation or share liquidity.

Insights

Financial Analyst

TL;DR: Routine director share grant; immaterial to valuation, modest alignment with shareholders.

The Form 4 shows a standard equity incentive grant of 6,300 shares to Director Kelly Anderson at no cost, reinforcing board-level ownership without cash outlay. The award is small and does not signal insider buying conviction or liquidity pressure. No derivative positions or sales were disclosed, suggesting stable insider posture. Given the likely negligible percentage of total shares outstanding, I view the disclosure as neutral to the investment thesis and not impactful for the 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

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^*

Anderson Kelly

(Last) (First) (Middle)

C/O THARIMMUNE, INC.

34 SHREWSBURY AVE.

(Street)

RED BANK NJ 07701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tharimmune, Inc. [ THAR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		A		6,300(1)	A	$0	6,300	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. Common stock issued pursuant to the Tharimmune, Inc. 2023 Omnibus Equity Incentive Plan.

	/s/ Kelly Anderson	07/07/2025
	** 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 THAR report on the 07/07/2025 Form 4?

Director Kelly Anderson received 6,300 shares of common stock on 06/23/2025 under the 2023 Omnibus Equity Incentive Plan.

Was there any cash consideration for the 6,300 THAR shares?

No. The shares were granted at $0.00 as an equity incentive award.

How many THAR shares does Kelly Anderson own after the grant?

Following the transaction, Anderson beneficially owns 6,300 common shares, all held directly.

Did the Form 4 include any sales or option exercises by the director?

No. The filing reports only an acquisition of common stock; there were no sales or derivative transactions.

Does this Form 4 filing materially affect Tharimmune’s share count?

The award is relatively small; based on the information provided, it is unlikely to materially impact the total shares outstanding.