Vera Therapeutics (VERA) CMO executes mandated sell-to-cover stock transaction

Rhea-AI Filing Summary

Vera Therapeutics, Inc. Chief Medical Officer Robert Brenner reported a mandated sale of 2,151 shares of Class A Common Stock on February 23, 2026, at a weighted-average price of $41.9839 per share. The sale was an open-market “sell-to-cover” transaction required to satisfy tax withholding obligations from the vesting of restricted stock units under the company’s equity incentive plans and is described as non-discretionary. The trading orders for these tax-related sales occurred over two business days, from February 23 to February 24, 2026. After this sale, Brenner held 50,947 shares of Vera Therapeutics common stock directly.

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^*

Brenner Robert

(Last) (First) (Middle)

C/O VERA THERAPEUTICS, INC.

2000 SIERRA POINT PARKWAY, SUITE 1200

(Street)

BRISBANE CA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/23/2026(1)	02/24/2026	S(2)		2,151	D	$41.9839(3)	50,947	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 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Vera Therapeutics (VERA) report for Robert Brenner?

Vera Therapeutics reported that Chief Medical Officer Robert Brenner sold 2,151 shares of Class A Common Stock. The sale was a mandated “sell-to-cover” transaction to fund tax withholding obligations from vesting restricted stock units, rather than a discretionary open-market trade by the executive.

Why did Vera Therapeutics (VERA) CMO’s Form 4 show a share sale?

The Form 4 shows a share sale because shares were sold solely to cover tax withholding obligations triggered by the vesting of restricted stock units. The company’s equity incentive plans required this sell-to-cover mechanism, so the transaction was not initiated as a discretionary investment decision.

How many Vera Therapeutics (VERA) shares did Robert Brenner sell and at what price?

Robert Brenner sold 2,151 shares of Vera Therapeutics Class A Common Stock at a weighted-average price of $41.9839 per share. The filing notes multiple trades occurred between $41.005 and $42.84, and a full breakdown of individual prices is available upon request to authorized parties.

How many Vera Therapeutics (VERA) shares does Robert Brenner hold after this transaction?

After completing the sell-to-cover transaction, Robert Brenner directly held 50,947 shares of Vera Therapeutics Class A Common Stock. This remaining balance reflects his ownership following the 2,151-share sale used to satisfy tax withholding obligations from the vesting of his restricted stock units.

Was the Vera Therapeutics (VERA) CMO’s stock sale a discretionary trade?

No, the stock sale was not discretionary. The filing states the shares were sold solely to satisfy tax withholding obligations and that the sale was mandated by Vera Therapeutics’ election under its equity incentive plans, rather than being a voluntary trading decision by the reporting person.

Over what period did the Vera Therapeutics (VERA) tax-related share sales occur?

The trading orders for the tax-related share sales occurred over two business days, beginning on February 23, 2026 and ending on February 24, 2026. These trades covered tax withholding obligations for all plan participants, including Chief Medical Officer Robert Brenner, tied to restricted stock unit vesting.