TALPHERA (TLPH) engineering chief buys 35K shares and receives 200K-option grant

Rhea-AI Filing Summary

TALPHERA, INC. Chief Engineering Officer Badri N Dasu reported multiple equity transactions. On February 12, 2026, he purchased 35,000 shares of common stock at $0.8123 per share in an open-market transaction and received a stock option for 200,000 shares of common stock. The option was granted at an exercise price of $0.0000 and will vest over four years, with one quarter vesting on the one-year anniversary of the grant and the remainder vesting in 36 equal monthly installments.

On February 10 and 14, 2026, a total of 3,127 shares of common stock were surrendered in tax-withholding dispositions related to vesting restricted stock units, as noted in the footnote describing shares surrendered to cover required tax withholdings. Following these transactions, Badri N Dasu directly owned 73,884 shares of common stock in one of the reported positions, reflecting his ongoing equity stake in the company.

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

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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^*

Dasu Badri N

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Engineering 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		781(1)	D	$0.8361	41,230	D
Common Stock	02/12/2026		P		35,000(2)	A	$0.8123	76,230	D
Common Stock	02/14/2026		F		2,346(1)	D	$0.7934	73,884	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		200,000		(3)	02/11/2036	Common Stock	200,000	$0	200,000	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 200,000 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.

FAQ

What insider transactions did TALPHERA (TLPH) report for Badri N Dasu?

TALPHERA reported that Chief Engineering Officer Badri N Dasu bought 35,000 shares of common stock and received an option for 200,000 shares. He also surrendered 3,127 shares to cover tax withholdings tied to restricted stock unit vesting events.

How many TALPHERA (TLPH) shares did Badri N Dasu buy on the open market?

Badri N Dasu purchased 35,000 TALPHERA common shares in an open-market transaction at a price of $0.8123 per share. This transaction increased his direct common stock holdings while complementing his existing equity-based compensation awards from the company.

What stock option grant did TALPHERA (TLPH) award to Badri N Dasu?

On February 12, 2026, TALPHERA granted Badri N Dasu an option to purchase 200,000 shares of common stock. One quarter vests after one year, with the remaining shares vesting in 36 equal monthly installments, subject to his continued service.

Why did Badri N Dasu surrender TALPHERA (TLPH) shares in February 2026?

The surrendered TALPHERA shares represented amounts used to pay required tax withholdings from vesting restricted stock units. Footnotes explain that 3,127 shares were delivered back to the issuer rather than sold in the market, reflecting a tax-withholding disposition.

How do the restricted stock units for TALPHERA (TLPH) vest for Badri N Dasu?

The restricted stock units vest in three equal annual installments on February 12, 2027, February 12, 2028, and February 12, 2029. This schedule creates a multi-year incentive structure that aligns Badri N Dasu’s compensation with ongoing service at TALPHERA.

What is the vesting schedule of the new TALPHERA (TLPH) stock option grant?

The 200,000-share option vests with one quarter of the shares on the first anniversary of the February 12, 2026 grant date. The remaining balance vests in 36 equal monthly installments, contingent on Badri N Dasu’s continuous service with TALPHERA.