[Form 4] Tenaya Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ali Faraz, who serves as Chief Executive Officer and a director of Tenaya Therapeutics, Inc. (TNYA), reported transactions dated 08/18/2025. The Form 4 discloses three separate sales of common stock executed to cover tax-withholding obligations arising from the vesting of restricted stock units (RSUs). The reported sales were 5,720, 3,893, and 4,920 shares at a weighted average sales price of $1.253, with executed prices ranging from $1.18 to $1.32. The filing lists the reporter's beneficial ownership following each transaction as 311,605, 307,712, and 302,792 shares, respectively, which include unvested RSUs of 243,943, 233,318, and 219,881 shares tied to the referenced awards. The form was signed by an attorney-in-fact.

Positive

• Transaction purpose disclosed: Sales were explicitly identified as tax-withholding for RSU vesting, clarifying intent.
• Detailed pricing provided: Weighted average price ($1.253) and execution range ($1.18–$1.32) are disclosed.
• Unvested RSU amounts disclosed: The filing quantifies RSUs included in beneficial ownership after each transaction.

Negative

• Beneficial ownership declined: Reported share totals decreased following the withholding sales (311,605 → 307,712 → 302,792).

Insights

Corporate Governance Expert

TL;DR: These are routine, non-dispositive sales to satisfy tax withholding on vested RSUs; no new grants or options disclosed.

The report shows the CEO sold small blocks of shares solely to meet tax obligations tied to RSU vesting on the same reporting date. The disclosure identifies remaining beneficial ownership levels and quantifies the unvested RSUs included in those totals. There are no derivative transactions reported and no indication of discretionary open-market selling beyond withholding-related dispositions. From a governance perspective, these filings align with standard executive equity compensation mechanics and transparent reporting practices.

Compensation / Equity Plan Analyst

TL;DR: Transactions reflect standard RSU vest-and-sell-for-taxes activity; size and prices are explicitly disclosed.

The Form 4 details three withholding sales tied to RSU vesting dates (awards originally granted Feb 15, 2023; Feb 23, 2024; Feb 6, 2025). The filing provides the weighted average sale price and the range of executed prices, and it includes counts of RSUs that remain part of the reporting person's beneficial ownership counts. This level of disclosure supports transparency around executive compensation monetization events without indicating broader changes to compensation policy or extraordinary liquidity actions.

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

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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^*

Ali Faraz

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		5,720	D	$1.253(2)	311,605(3)	D
Common Stock	08/18/2025		S(4)		3,893	D	$1.253(2)	307,712(5)	D
Common Stock	08/18/2025		S(6)		4,920	D	$1.253(2)	302,792(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 243,943 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

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

5. Includes 233,318 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 February 6, 2025.

7. Includes 219,881 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.
* 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.
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FAQ

Who filed the Form 4 for TNYA and what is their role?

The Form 4 was filed on behalf of Ali Faraz, who is listed as Chief Executive Officer and a director of Tenaya Therapeutics, Inc.

Why were shares sold according to the Form 4 for TNYA?

The shares were sold to cover tax-withholding obligations associated with the vesting of restricted stock units awarded on specific prior grant dates.

How many shares were sold and at what prices in the TNYA Form 4?

Three sales are reported: 5,720, 3,893, and 4,920 shares at a weighted average price of $1.253; executed prices ranged from $1.18 to $1.32.

What were the reporter's beneficial ownership levels after the transactions?

The filing reports beneficial ownership following each transaction as 311,605, 307,712, and 302,792 shares, respectively, each amount including unvested RSUs noted in the form.

Were any derivative securities (options, warrants) reported on this Form 4?

No derivative securities transactions are disclosed in the Form 4; only non-derivative common stock sales for tax withholding are reported.