Taysha insider sell-to-cover: 57,054 shares sold at $2.85 weighted avg

Rhea-AI Filing Summary

Nagendran Sukumar, President and Head of R&D and a director of Taysha Gene Therapies (TSHA), reported the disposition of 57,054 shares of the company's common stock on 08/21/2025. The filing states the shares were sold pursuant to a sell-to-cover arrangement to satisfy income tax liabilities from the vesting of restricted stock units, at a weighted-average price of $2.85 per share (individual trades ranged $2.841 to $2.865).

After the sale, the reporting person beneficially owns 1,165,289 shares of common stock, held directly. The Form 4 was signed on 08/22/2025 and contains a standard offer to provide breakouts of the amounts sold at each price upon request.

Positive

• Insider retains a substantial direct holding of 1,165,289 shares after the transaction
• Transaction disclosed as sell-to-cover for RSU tax liabilities, indicating this was not a discretionary cash-raising sale

Negative

• Disposition of 57,054 shares reduced insider's share count, though purpose was tax withholding

Insights

Financial Analyst

TL;DR: Routine sell-to-cover transaction; insider retains a substantial direct stake.

The disclosed sale of 57,054 shares to cover tax obligations is characterized as a sell-to-cover related to vested RSUs rather than an open-market cash-raising or diversification sale. The weighted-average sale price is $2.85 per share with trade prices reported between $2.841 and $2.865. The reporting person continues to hold 1,165,289 shares directly, which remains a material ownership position in nominal terms for an insider but the filing does not provide company share count to assess percentage ownership. This transaction alone provides no new operational or financial information about TSHA.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure reflecting ordinary taxation-driven disposition, properly reported.

The Form 4 indicates compliance with Section 16 reporting obligations and discloses that the disposition was for tax withholding on vested restricted stock units. The filing includes the seller's undertaking to provide detailed price breakouts if requested, which supports transparency. There is no indication of atypical trading pattern or related-party transaction beyond the standard sell-to-cover note.

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^*

Nagendran Sukumar

(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)
	President and Head of R&D

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S		57,054(1)	D	$2.85(2)	1,165,289	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. Represents shares sold pursuant to a 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 $2.841 to $2.865 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.

	/s/ Kamran Alam	08/22/2025
	** 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.
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 did Nagendran Sukumar report on Form 4 for TSHA?

He reported the sale of 57,054 shares on 08/21/2025 as a sell-to-cover to satisfy taxes from vested RSUs and now beneficially owns 1,165,289 shares.

Why were the shares sold according to the Form 4?

The filing states the shares were sold pursuant to a sell-to-cover arrangement to satisfy income tax liabilities incurred upon vesting of restricted stock units.

At what price were the shares sold in the TSHA Form 4?

The weighted-average price reported was $2.85 per share; individual trades ranged from $2.841 to $2.865.

When was the transaction and when was the Form 4 signed?

The transaction date was 08/21/2025 and the Form 4 was signed on 08/22/2025.

Does the Form 4 indicate any indirect ownership or other arrangements?

The filing reports the remaining 1,165,289 shares as directly owned and does not disclose any indirect ownership arrangements in the tables provided.