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

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Form Type

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.

Insider Trade Summary

Net Buyer: 41,109 shares

Net Buy 4 txns

Insider ASADORIAN RAFFI

Role Chief Financial Officer

Bought 45,000 shs ($37K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	2,933	$0.7934	$2K
Grant/Award	Stock Option (Right to Buy)	260,000	$0.00	$0.00
Purchase	Commom Stock	45,000	$0.8123	$37K
Exercise Price or Tax Liability	Common Stock	958	$0.8361	$800.98

Holdings After Transaction: Stock Option (Right to Buy) — 260,000 shares (Direct); Commom Stock — 91,256 shares (Direct); Common Stock — 88,323 shares (Direct)

Footnotes (3)

F1. Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due to the vesting of RSUs.
F2. The restricted stock units shall vest in three equal consecutive annual installments on February 12, 2027, February 12, 2028 and February 12, 2029.
F3. 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.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 08:23 PM

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^*

ASADORIAN RAFFI

(Last)

(First)

(Middle)

C/O TALPHERA, INC.

1859 GATEWAY DRIVE, SUITE 175

(Street)

SAN MATEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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.

Source: View Original Filing on SEC EDGAR