Form 4: Talphera director awarded RSUs and options vesting in 1 year

Rhea-AI Filing Summary

Talphera (TLPH) disclosed a director equity grant on Form 4. On 10/23/2025, the reporting person received 4,267 restricted stock units, each representing one share of common stock. The RSUs vest 100% on the first anniversary of the grant date, contingent on continuous service.

On the same date, the director was granted a stock option for 25,600 shares at an exercise price of $1.14, expiring on 10/22/2035, with 100% vesting after one year. Following these transactions, the director beneficially owned 8,859 common shares, held directly.

Insights

Governance & Compensation Analyst

Routine director equity grants with one-year cliff vesting.

Talphera reported standard director compensation: 4,267 RSUs that convert to common stock upon vesting and a 25,600-share stock option at $1.14. Both awards vest fully after one year contingent on continued service, aligning incentives over the next year.

The option carries an expiration on 10/22/2035, giving long-dated participation in equity upside, while the RSUs deliver share-based value if service continues to the first anniversary. The filing lists 8,859 common shares beneficially owned directly after the transactions.

Actual impact depends on future vesting and any exercises; the awards were granted at $0 price, with the option exercisable at $1.14 once vested.

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
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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^*

HOFFMAN STEPHEN 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

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(1)	10/23/2025		A		4,267(2)	A	$0	8,859	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)	$1.14	10/23/2025		A		25,600		(3)	10/22/2035	Common Stock	25,600	$0	25,600	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. 100% of the restricted stock units shall vest on the first anniversary of the grant date, subject to Reporting Person's continuous service to the Company.

3. 100% of the shares subject to the option shall vest on the one-year anniversary of the grant date, subject to the Reporting Person's continuous service to the Company.

	/s/ Martha Adler, Attorney-in-Fact	10/24/2025
	** 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 did Talphera (TLPH) report on this Form 4?

A director received 4,267 RSUs and a stock option for 25,600 shares at an exercise price of $1.14, both granted on 10/23/2025.

When do the Talphera (TLPH) director awards vest?

Both the RSUs and the stock option vest 100% on the one-year anniversary of the 10/23/2025 grant date, subject to continuous service.

What is the exercise price and expiry of the option in TLPH Form 4?

The option exercise price is $1.14 per share and expires on 10/22/2035.

How many Talphera (TLPH) shares are beneficially owned after the transactions?

Following the reported transactions, the director beneficially owned 8,859 common shares, held directly.

What do the 4,267 RSUs for Talphera (TLPH) represent?

Each RSU is a contingent right to receive one share of Talphera common stock upon vesting.

Was there a purchase price for the new awards reported by TLPH?

The awards were granted at $0 for the RSUs and the option has an exercise price of $1.14 per share.