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Insider Alert: Tyra Biosciences Director Trims Stake by 9.6K Shares

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

Rhea-AI Filing Summary

Tyra Biosciences, Inc. (TYRA) – Form 4 insider transaction

Director Gilla Kaplan filed a Form 4 disclosing two open-market sales of the company’s common stock.

  • 06/17/2025: Sold 10 shares at $10.35 each.
  • 06/18/2025: Sold 9,568 shares at a $9.7822 weighted-average price (individual trades ranged from $9.55 to $9.93).

After these transactions, Kaplan’s direct beneficial ownership stands at 28,231 shares. No derivative securities were involved, and the filing does not reference any 10b5-1 trading plan. The document was signed by Attorney-in-Fact Ali D. Fawaz on 06/20/2025.

Positive

  • None.

Negative

  • Director sold 9,578 shares in open-market transactions, potentially signaling reduced insider confidence.

Insights

TL;DR – A director sold ~9.6k shares, reducing direct holdings to 28.2k; modestly negative sentiment.

Director Gilla Kaplan disposed of 9,578 shares over two days, collecting roughly $94k in proceeds based on the reported prices. Post-sale ownership of 28,231 shares suggests she retains a meaningful stake, yet the transaction equals a sizeable reduction in her position. No indication of a pre-planned 10b5-1 program was provided, which can heighten perceived signal risk. While one Form 4 alone rarely alters fundamentals, persistent insider selling can weigh on investor sentiment, particularly for small-cap biotech firms where insider alignment is closely watched.

TL;DR – Routine disclosure; volume notable but governance processes appear intact.

The filing meets Section 16 requirements and includes the standard weighted-average price footnote. Signature by an attorney-in-fact is common practice. Absence of derivative activity or complex structures limits governance concern. The sale’s size may prompt shareholder questions, but Kaplan remains on the board and still holds over 28k shares, indicating continued alignment. Overall, this is a typical insider sale disclosure without red flags beyond potential optics of reduced insider ownership.

Insider KAPLAN GILLA
Role Director
Sold 9,578 shs ($94K)
Type Security Shares Price Value
Sale Common Stock 9,568 $9.7822 $94K
Sale Common Stock 10 $10.35 $103.50
Holdings After Transaction: Common Stock — 28,231 shares (Direct)
Footnotes (1)
  1. [object Object]
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*
KAPLAN GILLA
(Last) (First) (Middle)
C/O TYRA BIOSCIENCES, INC.
2656 STATE STREET
(Street)
CARLSBAD CA 92008
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025
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 06/17/2025 S 10 D $10.35 37,799 D
Common Stock 06/18/2025 S 9,568 D $9.7822(1) 28,231 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $9.55 to $9.93. 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.
/s/ Ali D. Fawaz, Attorney-in-Fact 06/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many TYRA shares did Director Gilla Kaplan sell?

Kaplan sold 9,578 shares of Tyra Biosciences common stock.

What was the average sale price of Kaplan's TYRA shares?

On 06/18/2025 the weighted-average sale price was $9.7822; individual trades ranged from $9.55 to $9.93.

How many TYRA shares does Kaplan own after the transactions?

Following the reported sales, Kaplan directly owns 28,231 TYRA shares.

Were any derivative securities involved in Kaplan's transactions?

No. The Form 4 shows no derivative securities acquired or disposed of.

Was the sale executed under a Rule 10b5-1 trading plan?

The filing does not indicate that the transactions were made pursuant to a 10b5-1 plan.