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Tenaya Therapeutics (TNYA) CMO stock sale covers taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tenaya Therapeutics, Inc. Chief Medical Officer Whittemore Tingley reported open-market sales of 7,424 shares of common stock on August 17, 2026 at a weighted average price of $0.7098 per share, with individual trade prices ranging from $0.6820 to $0.7253. Footnotes state these sales were made to cover tax withholding obligations arising from the vesting of restricted stock units granted in 2023, 2024, 2025, and 2026, rather than as discretionary portfolio trades. Related footnotes also note substantial unvested restricted stock units that will be delivered in future, including 108,544, 104,169, 99,169, and 93,076 shares tied to different award dates, plus 6,000 shares acquired under the 2021 Employee Stock Purchase Plan.

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Insider Tingley Whittemore
Role Chief Medical Officer
Sold 7,424 shs ($5K)
Type Security Shares Price Value
Sale Common Stock F1, F2, F3 1,637 $0.7098 $1K
Sale Common Stock F4, F2, F5 1,637 $0.7098 $1K
Sale Common Stock F6, F2, F7 1,871 $0.7098 $1K
Sale Common Stock F8, F2, F9 2,279 $0.7098 $2K
Holdings After Transaction: Common Stock — 214,073 shares (Direct)
Footnotes (9)
  1. F1. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 15, 2023.
  2. F2. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $.6820 to $.7253. Reporting Person undertakes to provide Tenaya Therapeutics, Inc., any security holder of Tenaya Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
  3. F3. Includes 108,544 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units and 6,000 shares of common stock acquired pursuant to the Tenaya Therapeutics, Inc. 2021 Employee Stock Purchase Plan on June 10, 2026.
  4. F4. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 23, 2024.
  5. F5. Includes 104,169 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
  6. F6. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on January 24, 2025.
  7. F7. Includes 99,169 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
  8. F8. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 3, 2026.
  9. F9. Includes 93,076 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
Shares sold 7,424 shares Total common shares sold on August 17, 2026 across four transactions
Weighted average sale price $0.7098 per share Weighted average price for the August 17, 2026 sales
Sale price range $0.6820 to $0.7253 per share Range of prices for multiple transactions on August 17, 2026
Future RSU shares (F3 footnote) 108,544 shares Shares to be issued upon vesting of restricted stock units referenced with F3
Future RSU shares (F5 footnote) 104,169 shares Shares to be issued upon vesting of restricted stock units referenced with F5
Future RSU shares (F7 footnote) 99,169 shares Shares to be issued upon vesting of restricted stock units referenced with F7
Future RSU shares (F9 footnote) 93,076 shares Shares to be issued upon vesting of restricted stock units referenced with F9
ESPP shares acquired 6,000 shares Common stock acquired under the 2021 Employee Stock Purchase Plan on June 10, 2026
restricted stock units financial
"vesting of restricted stock units awarded on February 15, 2023"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average sales price financial
"Represents the weighted average sales price. The shares were sold"
tax withholding obligations financial
"Shares sold to cover tax withholding obligations in connection"
Employee Stock Purchase Plan financial
"acquired pursuant to the Tenaya Therapeutics, Inc. 2021 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

What insider transaction did Tenaya Therapeutics (TNYA) report for Whittemore Tingley?

Whittemore Tingley reported selling 7,424 shares of Tenaya Therapeutics common stock on August 17, 2026. The filing describes these as sales to cover tax withholding obligations triggered by vesting of several restricted stock unit awards.

At what price were the Tenaya Therapeutics (TNYA) shares sold in this Form 4?

The reported sales used a weighted average price of $0.7098 per share. Footnotes explain that multiple trades occurred in a price range from $0.6820 to $0.7253, and detailed breakdowns are available on request from the company or regulator.

Why did the Tenaya Therapeutics (TNYA) CMO sell shares according to the Form 4?

Footnotes state the shares were sold to cover tax withholding obligations tied to vesting of restricted stock units. Each transaction is linked to specific RSU awards granted in 2023, 2024, 2025, and 2026, rather than standalone discretionary stock sales.

How many Tenaya Therapeutics (TNYA) shares are scheduled to be issued from Whittemore Tingley’s RSUs?

Footnotes reference future issuance of 108,544, 104,169, 99,169, and 93,076 Tenaya Therapeutics shares upon RSU vesting. These figures relate to separate RSU awards, indicating a significant remaining equity-based compensation position for the reporting person.

Does the Tenaya Therapeutics (TNYA) Form 4 mention Employee Stock Purchase Plan shares?

Yes. One footnote states Whittemore Tingley acquired 6,000 shares of Tenaya Therapeutics common stock through the 2021 Employee Stock Purchase Plan on June 10, 2026. This ESPP purchase is noted in the context of post-transaction holdings disclosure.

Were the reported Tenaya Therapeutics (TNYA) insider sales under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the structured data flags the box as false. Footnotes attribute the sales to RSU-related tax withholding rather than referencing any pre-arranged Rule 10b5-1 trading plan.

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

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SEC Form 4
FORM 4UNITED 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*
Tingley Whittemore

(Last)(First)(Middle)
C/O TENAYA THERAPEUTICS, INC.
171 OYSTER POINT BLVD., 5TH FLOOR

(Street)
SOUTH SAN FRANCISCO CALIFORNIA 94080

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [ TNYA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026S(1)1,637D$0.7098(2)219,860(3)D
Common Stock08/17/2026S(4)1,637D$0.7098(2)218,223(5)D
Common Stock08/17/2026S(6)1,871D$0.7098(2)216,352(7)D
Common Stock08/17/2026S(8)2,279D$0.7098(2)214,073(9)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 15, 2023.
2. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $.6820 to $.7253. Reporting Person undertakes to provide Tenaya Therapeutics, Inc., any security holder of Tenaya Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. Includes 108,544 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units and 6,000 shares of common stock acquired pursuant to the Tenaya Therapeutics, Inc. 2021 Employee Stock Purchase Plan on June 10, 2026.
4. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 23, 2024.
5. Includes 104,169 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
6. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on January 24, 2025.
7. Includes 99,169 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
8. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 3, 2026.
9. Includes 93,076 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.
/s/ Jennifer Drimmer Rokovich, Attorney-in-Fact08/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)