Talphera (TLPH) CEO buys 105,364 shares and receives 594,000 options

Rhea-AI Filing Summary

Talphera, Inc. chief executive officer Vincent J. Angotti reported several equity transactions in company stock. On February 12, 2026, he made an open-market purchase of 105,364 shares of common stock at $0.8123 per share, increasing his direct ownership.

That same day, he received a grant of stock options for 594,000 shares, which vest over four years, with one quarter vesting on the one-year anniversary of the grant and the remainder vesting in 36 monthly installments. On February 10 and 14, 2026, a total of 12,738 shares of common stock were surrendered to cover tax withholdings tied to restricted stock unit vesting. After the February 14 tax-withholding disposition, his direct common stock holdings were 577,395 shares, which include a non-reportable acquisition of 10,000 shares through the company’s employee stock purchase plan.

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^*

Angotti Vincent J.

(Last) (First) (Middle)

C/O TALPHERA, INC.

1850 GATEWAY DRIVE, SUITE 175

(Street)

SAN MATEO CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TALPHERA, INC. [ TLPH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		3,179(1)	D	$0.8361	481,590(2)	D
Common Stock	02/12/2026		P		105,364(3)	A	$0.8123	586,954	D
Common Stock	02/14/2026		F		9,559(1)	D	$0.7934	577,395	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)	$0.8123	02/12/2026		A		594,000		(4)	02/11/2036	Common Stock	594,000	$0	594,000	D

Explanation of Responses:

1. Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due to the vesting of RSUs.

2. Balance includes non-reportable acquisition of 10,000 shares of Common Stock through the Company's Employee Stock Purchase Plan.

3. The restricted stock units shall vest in three equal consecutive annual installments on February 12, 2027, February 12, 2028 and February 12, 2029.

4. On February 12, 2026, the reporting person was granted an option to purchase 594,000 shares of common stock. One fourth (1/4th) of the option shares shall vest on the one year anniversary of the grant date, and the remaining balance of the option shares shall vest in 36 equal consecutive monthly installments thereafter until fully vested so long as the reporting person remains in continuous service through such applicable vesting periods.

	/s/ Martha Adler, Attorney-in-Fact	02/20/2026
	** 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 Talphera (TLPH) CEO Vincent Angotti buy in this Form 4?

Vincent J. Angotti purchased 105,364 shares of Talphera common stock on February 12, 2026 at $0.8123 per share in an open-market transaction, increasing his directly held stake in the company.

What stock options were granted to the Talphera (TLPH) CEO?

On February 12, 2026, Vincent J. Angotti was granted stock options for 594,000 shares of Talphera common stock, vesting over four years with one quarter after one year and the balance in 36 equal monthly installments.

Why did Talphera (TLPH) CEO dispose of shares in this filing?

The CEO surrendered a total of 12,738 shares of Talphera common stock on February 10 and 14, 2026 to pay required tax withholdings triggered by vesting restricted stock units, rather than selling shares in an open-market transaction.

How many Talphera (TLPH) shares does the CEO hold after these transactions?

Following the February 14, 2026 tax-withholding share surrender, Vincent J. Angotti directly owned 577,395 shares of Talphera common stock, which includes a non-reportable acquisition of 10,000 shares through the company’s employee stock purchase plan.

What is the vesting schedule for the Talphera (TLPH) CEO’s new stock options?

The 594,000-share stock option grant to the Talphera CEO vests with one quarter on the one-year anniversary of the February 12, 2026 grant date, and the remaining shares vesting in 36 equal consecutive monthly installments thereafter, contingent on continued service.

Were there any RSU-related events in Talphera (TLPH) CEO’s Form 4?

Yes. Shares were surrendered on February 10 and 14, 2026 to cover tax withholdings from restricted stock unit vesting, and separate RSUs are scheduled to vest in three equal annual installments on February 12, 2027, 2028, and 2029.