Tenaya Therapeutics Insider Sale: 5,053 Shares Disposed; RSU Balances Disclosed

Rhea-AI Filing Summary

Tingley Whittemore, Chief Medical Officer of Tenaya Therapeutics, Inc. (TNYA), reported three separate sales on 08/18/2025 to cover tax withholding for vested restricted stock units. Each sale was executed at a weighted average price of $1.253, with individual trade prices ranging from $1.18 to $1.32. The filings show dispositions of 1,608; 1,608; and 1,837 shares, leaving the reporting person with 176,248; 174,640; and 172,803 shares respectively after each transaction. The filing discloses remaining unvested RSUs that will result in future issuance: 103,132; 98,757; and 93,757 shares referenced in the explanatory footnotes. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Disclosure compliance is complete: transaction dates, amounts, prices, resulting beneficial ownership, and explanatory footnotes are provided
• Remaining RSU entitlements are explicitly disclosed (103,132; 98,757; 93,757 shares) and 6,000 shares from the 2021 ESPP are noted

Negative

• Share disposals occurred: total of 5,053 shares sold on 08/18/2025 (1,608 + 1,608 + 1,837), reducing immediate shareholdings
• Weighted average sale price is low ($1.253), indicating proceeds per share at that level (trades ranged $1.18–$1.32)

Insights

Securities Compliance Analyst

TL;DR: Routine tax-withholding sales for vested RSUs; disclosure and timing are standard, not an indicator of atypical trading.

The transactions disclosed are coded as sales to cover tax withholding related to the vesting of restricted stock units awarded on specific prior grant dates. The filing provides the weighted average sale price ($1.253) and a disclosed trade price range ($1.18–$1.32), and undertakes to provide detailed allocation of trades by price on request. Reporting compliance appears complete: transaction dates, amounts, resulting beneficial ownership, and explanatory footnotes are included, and the form is signed by an attorney-in-fact.

Equity Compensation Specialist

TL;DR: Sales are straightforward withholding mechanics tied to multiple RSU vesting events; remaining RSU pools are separately disclosed.

The Form 4 shows three separate dispositions all on the same date, each linked to distinct RSU grant vesting dates (Feb 15, 2023; Feb 23, 2024; Jan 24, 2025). Explanatory footnotes explicitly state the numbers of shares that remain issuable upon future vesting and note participation in the 2021 ESPP (6,000 shares). For stakeholders tracking insider-held equity, the filing clarifies net beneficial ownership after each withholding sale and documents compliance with Section 16 disclosure.

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^*

Tingley Whittemore

(Last) (First) (Middle)

C/O TENAYA THERAPEUTICS, INC.

171 OYSTER POINT BLVD., 5TH FLOOR

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tenaya Therapeutics, Inc. [ TNYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		S(1)		1,608	D	$1.253(2)	176,248(3)	D
Common Stock	08/18/2025		S(4)		1,608	D	$1.253(2)	174,640(5)	D
Common Stock	08/18/2025		S(6)		1,837	D	$1.253(2)	172,803(7)	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

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 $1.18 to $1.32. 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 103,132 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, 2025.

4. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on February 23, 2024.

5. Includes 98,757 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 93,757 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-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did TNYA Chief Medical Officer report on 08/18/2025?

Three sales of common stock to cover tax withholding related to RSU vesting: 1,608; 1,608; and 1,837 shares, all dated 08/18/2025.

At what price were the TNYA shares sold in the Form 4?

The filing reports a weighted average sales price of $1.253, with individual trade prices ranging from $1.18 to $1.32.

How many shares does the reporting person still beneficially own after these transactions?

The Form 4 shows resulting beneficial ownership figures of 176,248; 174,640; and 172,803 shares following each respective sale line.

Are there additional shares issuable to the reporting person from RSUs or ESPP?

Yes. The filing discloses 103,132; 98,757; and 93,757 RSU-related shares issuable upon vesting and 6,000 shares acquired via the 2021 ESPP on June 10, 2025.

Who signed the Form 4 filing for TNYA?

The Form 4 is signed by /s/ Jennifer Drimmer Rokovich, Attorney-in-Fact on behalf of the reporting person, dated 08/18/2025.