Voyager Therapeutics (VYGR) CFO executes 4,668-share tax sell-to-cover trade

Rhea-AI Filing Summary

Voyager Therapeutics, Inc. Chief Financial Officer Nathan D. Jorgensen reported an open-market sale of 4,668 shares of common stock at a weighted average price of $3.77 per share. After this non-discretionary sell-to-cover tax transaction, he holds 151,416 shares 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

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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).

X

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^*

Jorgensen Nathan D.

(Last) (First) (Middle)

C/O VOYAGER THERAPEUTICS, INC.

75 HAYDEN AVENUE

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Voyager Therapeutics, Inc. [ VYGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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
Common Stock	02/24/2026		S(1)		4,668(1)	D	$3.77(2)	151,416	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. Represents shares of common stock of Voyager Therapeutics, Inc. (the "Corporation") sold, pursuant to a durable automatic sale instruction adopted by the reporting person on May 9, 2025, effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on February 21, 2026. The sales do not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.61 to $3.86, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

Remarks:

Exhibit 24.1: Limited Power of Attorney

	/s/ Gregory Shiferman, as Attorney-in-Fact for Nathan D. Jorgensen	02/26/2026
	** 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.

FAQ

What insider transaction did Voyager Therapeutics (VYGR) disclose for its CFO?

Voyager Therapeutics disclosed that CFO Nathan D. Jorgensen sold 4,668 shares of common stock at a weighted average price of $3.77. The transaction was reported as an open-market sale related to tax withholding tied to restricted stock unit vesting.

Was the Voyager Therapeutics (VYGR) CFO sale a discretionary trade?

No, the sale was not discretionary. It was executed under a durable automatic sale instruction adopted on May 9, 2025, to effect a sell-to-cover election for tax withholding obligations arising from restricted stock units vesting on February 21, 2026.

How many Voyager Therapeutics (VYGR) shares does the CFO hold after this Form 4?

After the reported transaction, CFO Nathan D. Jorgensen directly holds 151,416 shares of Voyager Therapeutics common stock. This reflects his position following the 4,668-share sale executed to satisfy tax withholding obligations tied to vesting restricted stock units.

At what prices were the Voyager Therapeutics (VYGR) shares sold by the CFO?

The weighted average sale price was $3.77 per share. According to the disclosure, the 4,668 shares were actually sold in multiple transactions at prices ranging from $3.61 to $3.86, and detailed breakdowns are available upon request.

Why did the Voyager Therapeutics (VYGR) CFO sell 4,668 shares?

The shares were sold to satisfy tax withholding obligations from restricted stock units vesting on February 21, 2026. The transaction followed a pre-established automatic sale instruction, indicating it was part of a planned sell-to-cover tax arrangement rather than a discretionary trade.

What does the durable automatic sale instruction mean for Voyager Therapeutics (VYGR) insiders?

A durable automatic sale instruction is a pre-arranged plan that executes trades under specified conditions. For Voyager Therapeutics’ CFO, it governed this 4,668-share sale to cover tax withholding on vesting equity, reducing discretion over the timing and size of the sale.