Voyager (VYGR) COO Robin Swartz auto-sells shares for tax withholding

Rhea-AI Filing Summary

Voyager Therapeutics, Inc. executive Robin Swartz, the company’s COO & CBO, reported an open-market sale of 3,882 shares of common stock at a weighted average price of $3.44 per share on February 18, 2026. The sale was made under a pre-established durable automatic sale instruction adopted on May 12, 2025 to cover tax withholding obligations tied to restricted stock units that vested on February 17, 2026, and is described as non-discretionary. Following this transaction, Swartz directly owned 206,196 common shares of Voyager Therapeutics.

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^*

Swartz Robin

(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)
	COO & CBO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		S(1)		3,882(1)	D	$3.44(2)	206,196	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 12, 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 17, 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 $3.40 to $3.47, 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 L. Shiferman, as Attorney-in-Fact for Robin Swartz	02/20/2026
	** 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) report for Robin Swartz?

Voyager Therapeutics reported that COO & CBO Robin Swartz sold 3,882 common shares on February 18, 2026. The transaction was an open-market sale under a pre-set automatic instruction, executed to cover tax withholding obligations related to recently vested restricted stock units.

At what price did Robin Swartz sell Voyager Therapeutics (VYGR) shares?

The filing shows a weighted average sale price of $3.44 per Voyager share. A footnote explains the 3,882 shares were sold in multiple trades, with individual prices ranging from $3.40 to $3.47 per share, inclusive, across the reported transactions.

Was the Voyager Therapeutics (VYGR) insider sale by Robin Swartz discretionary?

No, the sale is described as non-discretionary. It was executed under a durable automatic sale instruction adopted on May 12, 2025, to implement a sell-to-cover election for tax withholding when restricted stock units vested on February 17, 2026.

How many Voyager Therapeutics (VYGR) shares does Robin Swartz own after the sale?

After selling 3,882 shares, Robin Swartz directly held 206,196 shares of Voyager common stock. This remaining ownership figure is disclosed in the Form 4 as the total number of shares beneficially owned following the reported tax-related sale transaction.

Why did Robin Swartz sell Voyager Therapeutics (VYGR) shares according to the Form 4?

The shares were sold to satisfy tax withholding obligations related to vesting restricted stock units. The Form 4 notes this “sell-to-cover” transaction was carried out under a durable automatic sale instruction and does not represent a discretionary trade by Robin Swartz.