Tenaya Therapeutics (TNYA) grants CMO new RSUs and stock options

Rhea-AI Filing Summary

Tenaya Therapeutics, Inc. reported new equity awards to its Chief Medical Officer, Tingley Whittemore. On 02/03/2026, Whittemore received 48,750 restricted stock units under the 2021 Equity Incentive Plan. These RSUs vest 1/8 on August 15, 2026, with additional 1/8 installments every six months until fully vested.

On the same date, Whittemore was also granted a stock option for 318,500 shares of common stock at an exercise price of $0.915 per share, vesting in 48 equal monthly installments starting one month after the grant date. Following these transactions, Whittemore beneficially owned 223,778 shares of common stock, including 134,588 shares underlying RSUs.

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^*

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)
02/03/2026

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(1)	02/03/2026(2)		A		48,750	A	$0	223,778(3)	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)	$0.915	02/03/2026		A		318,500		03/03/2026(4)	02/02/2036	Common Stock	318,500	$0	318,500	D

Explanation of Responses:

1. Represents shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units. Each restricted stock unit is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock.

2. The restricted stock units were granted to the Reporting Person on the Transaction Date pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The restricted stock units will vest as to 1/8th of the total number of shares subject to the restricted stock unit award on August 15, 2026, and 1/8th of the total number of shares subject to the restricted stock unit award every six months thereafter until fully vested.

3. Includes 134,588 shares of Tenaya Therapeutics, Inc. common stock that will be issued to the Reporting Person upon vesting of restricted stock units.

4. Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Option will vest as to 1/48th of the total number of shares subject to the option on the one month anniversary of the Transaction Date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter until fully vested.

	/s/ Jennifer Drimmer Rokovich, Attorney in Fact	02/05/2026
	** 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).
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FAQ

What insider activity did Tenaya Therapeutics (TNYA) report for its CMO?

Tenaya Therapeutics reported equity awards to Chief Medical Officer Tingley Whittemore. On February 3, 2026, she received 48,750 restricted stock units and a stock option for 318,500 shares under the 2021 Equity Incentive Plan, with multi-year vesting schedules tied to continued service.

How many RSUs were granted to Tingley Whittemore in this Tenaya (TNYA) Form 4?

Tingley Whittemore was granted 48,750 restricted stock units of Tenaya common stock. Each RSU equals one share. The award vests 1/8 on August 15, 2026, and 1/8 every six months thereafter until all units vest, assuming applicable service conditions are satisfied.

What stock option grant did Tenaya Therapeutics (TNYA) give its CMO?

Tenaya granted Whittemore a stock option covering 318,500 shares of common stock with a $0.915 exercise price per share. The option vests in 48 equal monthly installments beginning one month after February 3, 2026, and expires on February 2, 2036, if not exercised earlier.

What are the vesting terms for TNYA’s new RSU award to the CMO?

The 48,750 RSUs granted to Whittemore vest over four years in semiannual tranches. One-eighth of the award vests on August 15, 2026, with additional one-eighth portions vesting every six months thereafter, provided the vesting conditions, including continued service, are met.

What are the vesting terms for the new Tenaya (TNYA) stock option grant?

The 318,500-share option vests in 48 equal monthly installments. Vesting begins on the one-month anniversary of the February 3, 2026 grant date, resulting in monthly vesting over four years, under the Tenaya Therapeutics 2021 Equity Incentive Plan, with an expiration date of February 2, 2036.

How many Tenaya Therapeutics (TNYA) shares does the CMO beneficially own after these grants?

After the reported transactions, Whittemore beneficially owned 223,778 shares of Tenaya common stock. This total includes 134,588 shares that will be issued upon vesting of restricted stock units, reflecting both currently issued shares and unvested RSU-based interests reported in the filing.

Does this Tenaya Therapeutics (TNYA) Form 4 show insider selling?

No insider sales are reported in this Form 4. All transactions are coded as acquisitions, reflecting grants of restricted stock units and a stock option at no purchase cost to the reporting person, consistent with standard equity compensation under Tenaya’s 2021 Equity Incentive Plan.