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Entrada Therapeutics (TRDA) grants RSUs and options as automatic share sales cover taxes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Entrada Therapeutics, Inc. reported that President of Research & Development Sethuraman Natarajan received new equity awards and had shares disposed to cover tax obligations. On March 1, 2026, he was granted 55,800 restricted stock units (RSUs), each representing one share of common stock, scheduled to vest 25% each on March 1, 2027, March 1, 2028, March 1, 2029, and March 1, 2030, contingent on continued service. He also received a stock option for 83,200 shares of common stock, with 25% vesting on March 1, 2027 and the remaining 75% vesting in 36 equal monthly installments through March 1, 2030. To satisfy minimum statutory tax withholding obligations, the company automatically sold shares on his behalf: 3,898 shares of common stock on March 2, 2026 at a weighted average price of $11.6579 (across trades from $11.17 to $11.91) and 7,577 shares on March 3, 2026 at a weighted average price of $11.7564 (across trades from $11.22 to $12.095). After these transactions, he directly owned 242,224 shares of Entrada’s common stock.

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Insider Sethuraman Natarajan
Role President, Research & Develop.
Type Security Shares Price Value
Tax Withholding Common Stock 7,577 $11.7564 $89K
Tax Withholding Common Stock 3,898 $11.6579 $45K
Grant/Award Stock Option (Right to Buy) 83,200 $0.00 --
Grant/Award Common Stock 55,800 $0.00 --
Holdings After Transaction: Common Stock — 242,224 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.
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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*
Sethuraman Natarajan

(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, Research & Develop.
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) 253,699 D
Common Stock 03/02/2026 F 3,898(2) D $11.6579(3) 249,801 D
Common Stock 03/03/2026 F 7,577(2) D $11.7564(4) 242,224 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 insider transactions did Sethuraman Natarajan report at Entrada Therapeutics (TRDA)?

Sethuraman Natarajan reported new equity grants and automatic tax-related share sales. He received RSUs and stock options on March 1, 2026, and shares were automatically sold on March 2 and March 3, 2026, to cover minimum statutory tax withholding obligations.

How many RSUs and stock options did TRDA grant to Sethuraman Natarajan?

Entrada Therapeutics granted 55,800 restricted stock units and a stock option covering 83,200 shares of common stock. The RSUs and options vest over four years through March 1, 2030, contingent on Natarajan’s continued employment or service with the company.

What is the vesting schedule for Sethuraman Natarajan’s new TRDA RSUs and options?

The 55,800 RSUs vest 25% each on March 1, 2027, 2028, 2029, and 2030. The 83,200-share stock option vests 25% on March 1, 2027, with the remaining 75% vesting in 36 equal monthly installments through March 1, 2030.

Why were Entrada Therapeutics (TRDA) shares sold in Sethuraman Natarajan’s Form 4?

Shares were sold automatically under a mandatory sell-to-cover provision to satisfy minimum statutory tax withholding obligations. The company executed these sales on Natarajan’s behalf, and the filing states they did not represent discretionary trades by him.

At what prices were TRDA shares sold to cover Sethuraman Natarajan’s tax obligations?

On March 2, 2026, 3,898 shares were sold at a weighted average price of $11.6579, within a range of $11.17 to $11.91. On March 3, 2026, 7,577 shares sold at $11.7564, within a range of $11.22 to $12.095.

How many Entrada Therapeutics shares does Sethuraman Natarajan own after these transactions?

Following the reported transactions, Sethuraman Natarajan directly owned 242,224 shares of Entrada Therapeutics common stock. This figure reflects his holdings after the automatic tax-withholding share sales disclosed for March 2, 2026, and March 3, 2026.