Taysha (TSHA) CEO logs mandatory stock sales to cover RSU taxes

Rhea-AI Filing Summary

Taysha Gene Therapies, Inc. Chief Executive Officer and director Nolan Sean P. reported routine stock sales tied to tax withholding on vested equity. On January 23, 2026, he sold 136,789 shares of common stock at a weighted average price of $4.75, and on January 26, 2026 he sold an additional 41,312 shares at a weighted average price of $4.61. According to the disclosure, these transactions were executed under a mandatory sell-to-cover arrangement to satisfy income tax liabilities from restricted stock unit vesting.

Following these sales, Nolan directly beneficially owned 2,908,257 shares of Taysha common stock and indirectly beneficially owned 1,535,545 shares held through Nolan Capital, LLC, where he serves as President with shared voting and investment power.

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

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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^*

Nolan Sean P.

(Last) (First) (Middle)

C/O TAYSHA GENE THERAPIES, INC.

3000 PEGASUS PARK DRIVE, SUITE 1430

(Street)

DALLAS TX 75247

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Taysha Gene Therapies, Inc. [ TSHA ]

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)
01/23/2026

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	01/23/2026		S		136,789(1)	D	$4.75(2)	2,949,569	D
Common Stock	01/26/2026		S		41,312(1)	D	$4.61(3)	2,908,257	D
Common Stock								1,535,545	I	See footnote(4)

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. The Reporting Person is selling the securities set forth herein pursuant to a mandatory sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted stock unit awards only.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.635 to $4.99 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 ranges set forth in footnotes (2) and (3).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.505 to $4.715 inclusive.

4. The securities are held by Nolan Capital, LLC (the "LLC"). The Reporting Person is the President of the LLC and has shared voting and investment power with respect to the shares held by the LLC.

	/s/ Kamran Alam, Attorney-in-Fact	01/27/2026
	** 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).
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FAQ

What insider transaction did TSHA CEO report in this Form 4?

The filing shows that Chief Executive Officer Nolan Sean P. sold Taysha Gene Therapies common stock in two transactions: 136,789 shares on January 23, 2026 at a weighted average price of $4.75 and 41,312 shares on January 26, 2026 at a weighted average price of $4.61.

Why did the TSHA CEO sell shares in these transactions?

The disclosure states that the CEO sold the reported shares under a mandatory sell-to-cover arrangement solely to satisfy income tax liabilities incurred upon the vesting of restricted stock unit awards.

How many TSHA shares does the CEO own after these sales?

After the reported transactions, the CEO beneficially owned 2,908,257 shares of Taysha common stock directly and 1,535,545 shares indirectly through Nolan Capital, LLC.

What prices were received for the TSHA shares sold by the CEO?

The sales were reported using weighted average prices. On January 23, 2026, shares were sold at an average of $4.75 across multiple trades ranging from $4.635 to $4.99. On January 26, 2026, shares were sold at an average of $4.61 across trades ranging from $4.505 to $4.715.

What is Nolan Capital, LLC’s role in the TSHA CEO’s holdings?

The filing explains that 1,535,545 shares of Taysha common stock are held by Nolan Capital, LLC. The CEO is the President of the LLC and has shared voting and investment power over the shares held by that entity.

Are the TSHA CEO’s reported sales part of a trading plan or discretionary selling?

The transactions are described as occurring pursuant to a mandatory sell-to-cover arrangement, indicating they were executed to cover tax obligations from equity vesting rather than discretionary open-market selling.