Entrada Therapeutics (TRDA) COO logs new RSU, option grants and tax share disposals

Rhea-AI Filing Summary

Entrada Therapeutics President & COO Nathan J. Dowden reported equity compensation grants and related tax-withholding share dispositions. On March 1, 2026, he received 55,800 shares of common stock as restricted stock units and a stock option for 83,200 shares, both granted at $0.00 per share.

The RSUs vest in four equal 25% installments each March 1 from 2027 through 2030, while the option vests 25% on March 1, 2027 and the remaining 75% in 36 monthly installments through March 1, 2030. On March 2 and March 3, 2026, a total of 21,261 shares of common stock were automatically disposed of at weighted average prices of $11.6579 and $11.7564 to satisfy minimum statutory tax withholding obligations under a mandatory sell-to-cover provision, and did not represent discretionary trades. After these transactions, Dowden directly held 213,598 shares of common stock and 83,200 option shares.

Insights

Equity compensation analyst

Routine equity awards with automatic tax sell-to-cover; neutral impact.

Entrada Therapeutics granted President & COO Nathan J. Dowden a sizable equity package: 55,800 restricted stock units and a stock option for 83,200 shares at $0.00 exercise price. Vesting runs through March 1, 2030, aligning incentives over a multi‑year period.

To cover minimum statutory tax obligations from these awards, the company automatically disposed of 21,261 shares via mandatory sell-to-cover at weighted average prices around $11.66–$11.76. The filing states these are not discretionary trades by Dowden, which frames them as administrative rather than directional transactions.

After these movements, Dowden directly holds 213,598 common shares plus options on 83,200 shares. Overall, this looks like standard senior executive compensation and associated tax handling, without information suggesting a material change in the company’s outlook.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Dowden Nathan J

Role President & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	14,038	$11.7564	$165K
Tax Withholding	Common Stock	7,223	$11.6579	$84K
Grant/Award	Stock Option (Right to Buy)	83,200	$0.00	--
Grant/Award	Common Stock	55,800	$0.00	--

Holdings After Transaction: Common Stock — 213,598 shares (Direct); Stock Option (Right to Buy) — 83,200 shares (Direct)

Footnotes (1)

1. Represents a grant of restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest as follows: (i) 25% on March 1, 2027; (ii) 25% on March 1, 2028; (iii) 25% on March 1, 2029 and (iv) the remaining 25% on March 1, 2030, so long as the Reporting Person remains an employee or other service provider of the Issuer through such date. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations. The sale does not represent a discretionary trade by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.17 to $11.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $12.095, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote. 25% of the option shares shall vest and become exercisable on March 1, 2027, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, such that the option shares will be fully vested on March 1, 2030.

Form 4 Insider Transactions: What Each Field Means →

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^*

Dowden Nathan J

(Last) (First) (Middle)

C/O ENTRADA THERAPEUTICS, INC.

ONE DESIGN CENTER PLACE, SUITE 17-500

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Entrada Therapeutics, Inc. [ TRDA ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		A		55,800(1)	A	$0(1)	234,859	D
Common Stock	03/02/2026		F		7,223(2)	D	$11.6579(3)	227,636	D
Common Stock	03/03/2026		F		14,038(2)	D	$11.7564(4)	213,598	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)	$11.93	03/01/2026		A		83,200		(5)	03/01/2036	Common Stock	83,200	$0	83,200	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest as follows: (i) 25% on March 1, 2027; (ii) 25% on March 1, 2028; (iii) 25% on March 1, 2029 and (iv) the remaining 25% on March 1, 2030, so long as the Reporting Person remains an employee or other service provider of the Issuer through such date.

2. Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations. The sale does not represent a discretionary trade by the reporting person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.17 to $11.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $12.095, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.

5. 25% of the option shares shall vest and become exercisable on March 1, 2027, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, such that the option shares will be fully vested on March 1, 2030.

Remarks:

	/s/ Jared Cohen, as Attorney-in-Fact	03/03/2026
	** 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.

FAQ

What equity awards did Entrada Therapeutics (TRDA) grant to Nathan J. Dowden?

Entrada Therapeutics granted Nathan J. Dowden 55,800 restricted stock units and a stock option for 83,200 shares at $0.00 per share. These awards represent part of his long-term equity compensation as President & COO, subject to multi‑year vesting conditions.

How do Nathan J. Dowden’s new RSUs at Entrada Therapeutics (TRDA) vest?

Dowden’s 55,800 RSUs vest in four equal 25% installments on March 1 of 2027, 2028, 2029, and 2030. Each vested RSU converts into one share of Entrada Therapeutics common stock, assuming he remains an employee or service provider through each vesting date.

What is the vesting schedule for Nathan J. Dowden’s new stock options at Entrada Therapeutics (TRDA)?

The 83,200-share stock option vests 25% on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments. The option will be fully vested by March 1, 2030, contingent on Dowden’s continued service with Entrada Therapeutics.

Why were Entrada Therapeutics (TRDA) shares disposed of in Nathan J. Dowden’s Form 4 filing?

The filing states shares were automatically disposed of under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations. These transactions were executed by the company on Dowden’s behalf and are described as non‑discretionary, not elective trading decisions.

What prices were received in the tax-withholding share dispositions for Entrada Therapeutics (TRDA)?

The weighted average prices reported were $11.6579 per share for 7,223 shares on March 2, 2026, and $11.7564 per share for 14,038 shares on March 3, 2026. Footnotes note these were executed in multiple trades within disclosed price ranges.

How many Entrada Therapeutics (TRDA) shares does Nathan J. Dowden hold after these transactions?

After the reported awards and tax-withholding dispositions, Dowden directly holds 213,598 shares of Entrada Therapeutics common stock. He also holds a stock option covering 83,200 additional shares, subject to the vesting schedule extending through March 1, 2030.