TALPHERA (TLPH) CFO buys 45K shares and receives 260K-share option grant

Rhea-AI Filing Summary

TALPHERA, INC. Chief Financial Officer Raffi Asadorian reported multiple equity transactions in company stock. He purchased 45,000 shares of common stock in an open-market transaction at $0.8123 per share and now holds a larger direct share position.

He was also granted a stock option for 260,000 shares of common stock, with one quarter vesting on the one-year anniversary of the February 12, 2026 grant and the rest vesting monthly over three years while he remains in service. In separate moves tied to restricted stock unit vesting, he surrendered 2,933 shares and 958 shares of common stock to cover required tax withholdings, leaving 88,323 shares directly owned after the latest tax-related disposition.

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^*

ASADORIAN RAFFI

(Last) (First) (Middle)

C/O TALPHERA, INC.

1859 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		958(1)	D	$0.8361	46,256	D
Commom Stock	02/12/2026		P		45,000(2)	A	$0.8123	91,256	D
Common Stock	02/14/2026		F		2,933(1)	D	$0.7934	88,323	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		260,000		(3)	02/11/2036	Common Stock	260,000	$0	260,000	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. The restricted stock units shall vest in three equal consecutive annual installments on February 12, 2027, February 12, 2028 and February 12, 2029.

3. On February 12, 2026, the reporting person was granted an option to purchase 260,000 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 insider transactions did TALPHERA (TLPH) CFO Raffi Asadorian report?

Raffi Asadorian reported buying 45,000 TALPHERA common shares, receiving a stock option for 260,000 shares, and surrendering shares to cover tax withholdings. These transactions change his mix of owned stock, options, and restricted equity-based awards.

How many TALPHERA (TLPH) shares did the CFO purchase and at what price?

The CFO purchased 45,000 shares of TALPHERA common stock at a price of $0.8123 per share. This open-market transaction increased his direct share ownership, as reflected in the total shares reported after the purchase.

What stock option grant did TALPHERA (TLPH) award to its CFO?

TALPHERA granted the CFO a stock option covering 260,000 common shares at an exercise price of $0.0000. One quarter vests one year after the February 12, 2026 grant, with the remaining shares vesting in 36 equal monthly installments.

Why did TALPHERA (TLPH) CFO surrender some common shares?

He surrendered 2,933 and 958 TALPHERA common shares to pay required tax withholdings upon vesting of restricted stock units. This method uses shares instead of cash to satisfy withholding obligations while keeping the RSU vesting intact.

How many TALPHERA (TLPH) shares does the CFO own after these transactions?

After the latest reported tax-withholding share surrender, the CFO directly owns 88,323 TALPHERA common shares. This figure reflects his remaining non-derivative share position following the combination of purchases and tax-related dispositions.

How do the TALPHERA (TLPH) CFO’s RSUs vest over time?

His restricted stock units vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029. Each vesting date releases one-third of the RSUs, subject to continued service with the company.