STOCK TITAN

Tyra Biosciences: RA Capital buys 9,078,529 warrants

Tyra Biosciences, Inc. (TYRA) had a large insider-related purchase of derivative securities reported by RA Capital–affiliated entities.

(Very High)
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Tyra Biosciences, Inc. (TYRA) had a large insider-related purchase of derivative securities reported by RA Capital–affiliated entities. They purchased 9,078,529 Pre-Funded Warrants, each exercisable for one share of common stock at an exercise price of $0.001 per share, for $22.029 per warrant in an open-market or private transaction on September 15, 2026. The warrants are exercisable immediately, have no expiration date, and include a 19.99% beneficial ownership cap on post-exercise common stock. The position is held indirectly through RA Capital Healthcare Fund LP, and the investment manager and its principals disclaim beneficial ownership except to the extent of their pecuniary interest. No Rule 10b5-1 trading plan is reported.

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Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., Kolchinsky Peter, Shah Rajeev M.
Role Director, 10% Owner | Director, 10% Owner | Director | Director, 10% Owner | Director, 10% Owner
Bought 9,078,529 shs ($199.99M)
Type Security Shares Price Value
Purchase Pre-Funded Warrants (Right to Buy) F1, F2, F3 9,078,529 $22.029 $199.99M
Holdings After Transaction: Pre-Funded Warrants (Right to Buy) — 11,616,986 contracts (Indirect, See footnotes)
Footnotes (3)
  1. F1. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
  2. F2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
  3. F3. Held directly by the Fund.
Pre-Funded Warrants purchased 9,078,529 warrants Purchased on September 15, 2026 by RA Capital–affiliated entities
Purchase price per Pre-Funded Warrant $22.029 per warrant Consideration paid in the reported transaction
Underlying common shares per warrant 1 share per warrant Each warrant is exercisable for one share of TYRA common stock
Exercise price of Pre-Funded Warrants $0.001 per share Price to exercise each warrant into one share of common stock
Pre-Funded Warrants held after transaction 11,616,986 warrants Total indirect holdings reported following the purchase
Beneficial ownership limitation 19.99% Cap on aggregate beneficial ownership of TYRA common stock upon exercise
Pre-Funded Warrants financial
"The Pre-Funded Warrants have no expiration date and are exercisable immediately."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
beneficial ownership financial
"cause the aggregate number of shares of Common Stock beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 13(d) group regulatory
"any persons who are members of a Section 13(d) group with the Reporting Persons"
pecuniary interest financial
"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction in TYRA did RA Capital report on this Form 4?

RA Capital–affiliated entities reported a purchase of 9,078,529 Pre-Funded Warrants on September 15, 2026, each representing the right to buy one share of Tyra Biosciences common stock, for $22.029 per warrant in an open-market or private transaction.

What do the pre-funded warrants reported for TYRA allow the holder to do?

Each Pre-Funded Warrant allows the holder to purchase one share of TYRA common stock at an exercise price of $0.001 per share. The warrants are exercisable immediately and have no expiration date, subject to a 19.99% beneficial ownership cap.

How many pre-funded warrants in TYRA does the RA Capital fund hold after this transaction?

After the reported transaction, RA Capital–affiliated entities report holding 11,616,986 Pre-Funded Warrants indirectly. These are held directly by RA Capital Healthcare Fund LP, with the investment manager and related parties disclaiming beneficial ownership beyond pecuniary interest.

Is there a beneficial ownership limitation on exercising the TYRA pre-funded warrants?

Yes. The filing states the holders cannot exercise the Pre-Funded Warrants if doing so would cause their beneficial ownership to exceed 19.99% of TYRA’s issued and outstanding common stock after such exercise, including affiliates and any Section 13(d) group members.

Were the TYRA warrant purchases made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not checked, and the footnotes do not describe any Rule 10b5-1 trading plan, so no pre-arranged trading plan is reported for these transactions.

Who actually holds the TYRA pre-funded warrants reported by RA Capital?

The filing states the Pre-Funded Warrants are held directly by RA Capital Healthcare Fund LP. RA Capital Management, L.P. acts as investment manager and, along with its general partner and principals, disclaims beneficial ownership except to the extent of their pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
RA CAPITAL MANAGEMENT, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Tyra Biosciences, Inc. [ TYRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants (Right to Buy)$0.00109/15/2026P9,078,529 (1) (1)Common Stock9,078,529$22.02911,616,986ISee footnotes(2)(3)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter

(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.

(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, their affiliates and any persons who are members of a Section 13(d) group with the Reporting Persons or their affiliates to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.
3. Held directly by the Fund.
Remarks:
Jake Simson, a Partner of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.09/17/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.09/17/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.09/17/2026
/s/ Peter Kolchinsky, individually09/17/2026
/s/ Rajeev Shah, individually09/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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