Tenaya CMO sells shares to cover tax withholding

Tenaya Therapeutics Chief Medical Officer Tingley Whittemore reported a small share sale primarily tied to taxes.

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Form Type

Rhea-AI Filing Summary

Tenaya Therapeutics Chief Medical Officer Tingley Whittemore reported a small share sale primarily tied to taxes. On the reported date, Whittemore sold 3,121 shares of common stock at $0.7936 per share to cover tax withholding obligations related to vesting restricted stock units awarded on January 24, 2025.

After this transaction, Whittemore held 215,497 shares of Tenaya Therapeutics common stock directly, which includes 112,919 shares that will be issued upon future vesting of restricted stock units. The filing reflects a routine, tax-driven disposition rather than a large change in overall ownership.

Insider Trade Summary

Net Seller: 3,121 shares

Net Sell 1 txn

Insider Tingley Whittemore

Role Chief Medical Officer

Sold 3,121 shs ($2K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,121	$0.7936	$2K

Holdings After Transaction: Common Stock — 215,497 shares (Direct)

Footnotes (2)

F1. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on January 24, 2025.
F2. Includes 112,919 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

Key Figures

Shares sold: 3,121 shares Sale price: $0.7936/share Shares held after transaction: 215,497 shares +2 more

5 metrics

Shares sold 3,121 shares Common stock sold in open-market transaction coded as tax-related

Sale price $0.7936/share Price per share for the 3,121 shares sold

Shares held after transaction 215,497 shares Direct holdings following the reported sale

RSUs to vest 112,919 shares Common shares to be issued upon RSU vesting included in holdings

Transaction direction Net sell of 3,121 shares transactionSummary netBuySellShares and netBuySellDirection

Key Terms

restricted stock units, tax withholding obligations, open-market sale, beneficial ownership

4 terms

restricted stock units financial

"vesting of restricted stock units awarded on January 24, 2025"

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.

tax withholding obligations financial

"Shares sold to cover tax withholding obligations in connection with the vesting"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficial ownership financial

"Includes 112,919 shares ... that will be issued to the Reporting Person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Tenaya Therapeutics reported that Chief Medical Officer Tingley Whittemore sold 3,121 shares of common stock. The shares were sold at $0.7936 each, mainly to satisfy tax withholding obligations from vesting restricted stock units granted on January 24, 2025.

How many Tenaya Therapeutics (TNYA) shares did the CMO sell and at what price?

Tingley Whittemore sold 3,121 Tenaya Therapeutics common shares at $0.7936 per share. This is a relatively small transaction size and was specifically described as being used to cover tax withholding obligations from vesting restricted stock units.

Why were Tenaya Therapeutics (TNYA) shares sold by the CMO in this Form 4?

The shares were sold to cover tax withholding obligations associated with vesting restricted stock units. This means the sale was driven by tax requirements linked to equity compensation, rather than a discretionary decision to significantly reduce overall investment in Tenaya Therapeutics.

How many Tenaya Therapeutics (TNYA) shares does the CMO hold after the transaction?

Following the transaction, Tingley Whittemore directly held 215,497 shares of Tenaya Therapeutics common stock. This figure includes 112,919 shares that will be issued upon the future vesting of restricted stock units, highlighting a substantial remaining equity stake.

What restricted stock unit information about Tenaya Therapeutics (TNYA) was disclosed?

The filing notes that 112,919 Tenaya Therapeutics common shares will be issued to Tingley Whittemore upon vesting of restricted stock units. These RSUs were part of prior equity awards and contribute to the CMO’s total reported holdings after the tax-related share sale.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/19/2026 - 07:09 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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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	05/18/2026		S⁽¹⁾		3,121	D	$0.7936	215,497⁽²⁾	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)

Explanation of Responses:

1. Shares sold to cover tax withholding obligations in connection with the vesting of restricted stock units awarded on January 24, 2025.

2. Includes 112,919 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	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

Tenaya CMO sells shares to cover tax withholding

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