Vera Therapeutics (VERA) COO stock sale tied to RSU tax withholding

Rhea-AI Filing Summary

Vera Therapeutics Chief Operating Officer David Lee Johnson reported an open-market sale of 2,579 shares of Class A common stock at a weighted-average price of $41.9839 per share. After this transaction, he directly owned 45,727 shares.

According to the disclosure, the shares were sold solely to cover tax withholding obligations triggered by the vesting of restricted stock units under the company’s equity incentive plans. The sale was mandated by the company’s sell-to-cover election and is described as not a discretionary trade by the executive.

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

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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^*

JOHNSON DAVID LEE

(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 Operating 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)		2,579	D	$41.9839(3)	45,727	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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FAQ

What insider transaction did Vera Therapeutics (VERA) report for its COO?

Vera Therapeutics reported that Chief Operating Officer David Lee Johnson had 2,579 Class A common shares sold. The sale was tied to tax withholding obligations from vesting restricted stock units rather than a discretionary stock trade by the executive.

At what price were the Vera Therapeutics (VERA) shares sold in this Form 4?

The reported weighted-average sale price was $41.9839 per share. Footnotes state the shares were sold in multiple trades within a price range from $41.005 to $42.84, with detailed breakdowns available to regulators and shareholders upon request.

Why were Vera Therapeutics (VERA) shares sold by the COO in this filing?

The shares were sold solely to satisfy tax withholding obligations from vesting restricted stock units. The company elected a mandatory sell-to-cover mechanism under its equity incentive plans, so the transaction is described as non-discretionary for the reporting executive.

How many Vera Therapeutics (VERA) shares does the COO hold after this transaction?

After the tax-related share sale, Chief Operating Officer David Lee Johnson directly owned 45,727 shares of Vera Therapeutics Class A common stock. This remaining stake reflects his holdings following the 2,579-share transaction used to fund required tax withholding.

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

The order to sell shares for tax withholding was executed over two business days. Trading began on February 23, 2026 and ended on February 24, 2026, covering RSU-related tax obligations for multiple participants, including the reporting person.