Vera Therapeutics (VERA) CEO executes 16,925-share tax sell-to-cover trade

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Vera Therapeutics president and CEO Marshall Fordyce reported a mandated sale of 16,925 shares of Class A common stock. The shares were sold in open-market "sell-to-cover" transactions solely to satisfy tax withholding obligations tied to vesting restricted stock units.

The weighted-average sale price was $41.9839 per share, with individual trades executed between $41.005 and $42.84 over two business days beginning on February 23, 2026. After these sales, Fordyce directly holds 257,163 shares, with additional indirect holdings of 122,949 shares held by a GRAT and 99,081 shares held by a trust.

Insider Trade Summary

Net Seller: 16,925 shares ($710,578)

Net Sell 3 txns

Insider Fordyce Marshall

Role PRESIDENT AND CEO

Sold 16,925 shs ($711K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	16,925	$41.9839	$711K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 257,163 shares (Direct); Class A Common Stock — 122,949 shares (Indirect, By GRAT)

Footnotes (1)

The trading order for shares sold to cover tax withholding obligations associated with the vesting of restricted stock units (RSUs) of all participants for the Issuer, including the Reporting Person, occurred over a period of two (2) business days, beginning on February 23, 2026 and ending on February 24, 2026. Shares sold to solely satisfy tax withholding obligations incurred upon vesting of restricted stock units. The sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $41.005 to $42.84, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 07:58 PM

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^*

Fordyce Marshall

(Last)

(First)

(Middle)

C/O VERA THERAPEUTICS, INC.

2000 SIERRA POINT PARKWAY, SUITE 1200

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Vera Therapeutics, Inc. [ VERA ]

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 CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/23/2026⁽¹⁾	02/24/2026	S⁽²⁾		16,925	D	$41.9839⁽³⁾	257,163	D
Class A Common Stock								122,949	I	By GRAT
Class A Common Stock								99,081	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The trading order for shares sold to cover tax withholding obligations associated with the vesting of restricted stock units (RSUs) of all participants for the Issuer, including the Reporting Person, occurred over a period of two (2) business days, beginning on February 23, 2026 and ending on February 24, 2026.

2. Shares sold to solely satisfy tax withholding obligations incurred upon vesting of restricted stock units. The sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the reporting person.

3. The price reported is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $41.005 to $42.84, inclusive. The Reporting Person will provide upon request to the staff of the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

	/s/ Joseph R. Young, Attorney-in-Fact	02/25/2026
	** 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).
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

What insider transaction did Vera Therapeutics (VERA) report for Marshall Fordyce?

Marshall Fordyce reported selling 16,925 shares of Vera Therapeutics Class A common stock. The sale was an open-market “sell-to-cover” transaction to fund tax withholding obligations from vesting restricted stock units, rather than a discretionary sale of shares.

At what price were Marshall Fordyce’s Vera Therapeutics shares sold?

The reported weighted-average sale price was $41.9839 per share. According to the disclosure, individual trades occurred at prices ranging from $41.005 to $42.84 over the two business days when the tax-related sell-to-cover transactions were executed.

How many Vera Therapeutics shares does Marshall Fordyce hold after this Form 4?

After the reported transactions, Marshall Fordyce directly holds 257,163 Vera Therapeutics shares. The filing also notes indirect ownership of 122,949 shares held by a GRAT and 99,081 shares held by a trust, reflecting additional beneficial interests beyond his direct holdings.

Why did Marshall Fordyce sell Vera Therapeutics shares in this Form 4 filing?

The shares were sold solely to cover tax withholding obligations from vesting restricted stock units. The company required this sell-to-cover method under its equity incentive plans, so the transaction is described as non-discretionary for the reporting person rather than an elective sale.

Over what period did the Vera Therapeutics tax withholding trades occur?

The trading order for the tax-withholding sales occurred over two business days, beginning on February 23, 2026 and ending on February 24, 2026. These trades covered tax obligations for restricted stock unit vesting for multiple participants, including Marshall Fordyce.