STOCK TITAN

Tyra Biosciences (TYRA) director option grant held for RA Capital funds

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

Rhea-AI Filing Summary

Tyra Biosciences, Inc. reported a Form 4 showing a stock option grant covering 13,160 shares of Common Stock to director Jake Simson under the company’s Non-Employee Director Compensation Program. The option has an exercise price of $32.68 per share and expires on May 27, 2036. One-twelfth of the option vests monthly after the May 28, 2026 grant date, with any remaining unvested portion vesting at the next annual stockholder meeting if it occurs within the first year, subject to continued service. Under Simson’s arrangement with RA Capital Management, L.P., the option is held for the benefit of RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., and a separately managed account, and any net cash or stock from exercise must be turned over to RA Capital, so Simson disclaims beneficial ownership of the option and the underlying shares.

Positive

  • None.

Negative

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Insider Simson Jake
Role null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 13,160 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 13,160 shares (Direct, null)
Footnotes (1)
  1. The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program. 1/12th of the total number of shares of common stock subject to the option vest monthly following May 28, 2026, the date of grant. In the event the next occurring annual meeting of the Issuer's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service to the Issuer through each vesting date. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.
Option grant size 13,160 shares Stock option covering Common Stock granted May 28, 2026
Exercise price $32.68 per share Conversion or exercise price of the stock option
Expiration date May 27, 2036 Option expiration under Non-Employee Director Compensation Program
Shares underlying option after grant 13,160 shares Total derivative shares following transaction
Vesting schedule 1/12 monthly after May 28, 2026 Remaining unvested portion vests at next annual meeting if within year
Non-Employee Director Compensation Program financial
"The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program."
vesting financial
"1/12th of the total number of shares ... vest monthly following May 28, 2026."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
beneficial ownership financial
"The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."
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.
separately managed account financial
"and a separately managed account (the "Account")."
A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.
underlying Common Stock financial
"beneficial ownership of the stock option and underlying Common Stock."
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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*
Simson Jake

(Last)(First)(Middle)
C/O TYRA BIOSCIENCES, INC.
2656 STATE STREET

(Street)
CARLSBAD CALIFORNIA 92008

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form 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
Stock Option (Right to Buy)$32.6805/28/2026A13,160 (1)05/27/2036Common Stock13,160$013,160D(2)
Explanation of Responses:
1. The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program. 1/12th of the total number of shares of common stock subject to the option vest monthly following May 28, 2026, the date of grant. In the event the next occurring annual meeting of the Issuer's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service to the Issuer through each vesting date.
2. Under the Reporting Person's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), the RA Capital Nexus Fund, L.P. (the "Nexus Fund"), and a separately managed account (the "Account"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock.
/s/ Ali D. Fawaz, Attorney-in-Fact06/01/2026
** 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)

FAQ

What insider transaction did Tyra Biosciences (TYRA) disclose in this Form 4?

Tyra Biosciences disclosed a stock option grant covering 13,160 shares of Common Stock to director Jake Simson. The grant is part of the Non-Employee Director Compensation Program and represents a compensation-related award, not an open-market share purchase or sale.

What are the key terms of Jake Simson’s TYRA stock option grant?

The option covers 13,160 shares of Tyra Biosciences Common Stock at an exercise price of $32.68 per share. It expires on May 27, 2036 and was granted on May 28, 2026 as director compensation, with vesting tied to ongoing board service.

How does the vesting schedule work for the TYRA option granted to Jake Simson?

One-twelfth of the 13,160-share option vests each month following the May 28, 2026 grant date. If the next annual stockholder meeting occurs before the first anniversary, any remaining unvested portion vests at that meeting, subject to Simson’s continued service.

Who ultimately benefits from the TYRA stock option reported for Jake Simson?

The option is held for the benefit of RA Capital Healthcare Fund, RA Capital Nexus Fund, and a separately managed account. Under Jake Simson’s arrangement with RA Capital Management, any net cash or stock from exercise offsets advisory fees, and he disclaims beneficial ownership.

Did Jake Simson buy or sell TYRA shares in the market in this Form 4?

No market buy or sell is reported. The Form 4 shows a grant of a stock option as compensation, with 13,160 underlying TYRA shares at a $32.68 exercise price. It is not an open-market transaction and any benefit is for RA Capital-related funds and accounts.

What does it mean that Jake Simson disclaims beneficial ownership of the TYRA option?

Disclaiming beneficial ownership means Simson states he does not personally benefit from the option like a typical shareholder. Instead, any value from exercising the 13,160-share option goes to RA Capital funds and a managed account, offsetting advisory fees owed to RA Capital.