Angotti Vincent J. 4

What Happened
Vincent J. Angotti, CEO of Talphera, reported multiple transactions in mid-February 2026. He purchased 105,364 shares in an open-market acquisition on Feb 12, 2026 at $0.81 per share (≈ $85,587). He also was granted a derivative award (an option) to purchase 594,000 shares on Feb 12, 2026 (reported as $0.00, derivative). To cover tax withholding related to RSU vesting, he surrendered 3,179 shares on Feb 10, 2026 and 9,559 shares on Feb 14, 2026 (disposed for tax withholding, total 12,738 shares, ≈ $10,242).

Key Details

• Transactions and prices:
  • Feb 10, 2026: 3,179 shares surrendered for tax withholding @ $0.84 = $2,658 (F)
  • Feb 12, 2026: 105,364 shares acquired open market @ $0.81 = $85,587 (P)
  • Feb 12, 2026: Grant of a derivative (option) for 594,000 shares @ $0.00 (A) (see footnote F4)
  • Feb 14, 2026: 9,559 shares surrendered for tax withholding @ $0.79 = $7,584 (F)
• Net share flow (not counting option grant): +105,364 acquired, -12,738 surrendered → net +92,626 shares acquired on these dates.
• Shares owned after the transactions: not specified in the provided filing excerpt; the filing notes the balance includes a non-reportable 10,000 shares from the company ESPP (F2).
• Vesting/terms:
  • RSU tax withholding: surrendered shares to satisfy taxes on RSU vesting (F1, F3).
  • Option grant vesting: 1/4 vests on Feb 12, 2027; remaining 3/4 vest in 36 equal monthly installments thereafter (F4).
• Filing timeliness: The Form 4 was filed on Feb 20, 2026 for transactions in Feb 10–14, 2026. This filing is marked late (L), which may indicate an untimely report (often administrative).

Context

• The open-market purchase (P) is a straightforward buy and can be viewed as a direct acquisition of stock (often considered a more informative action than routine withholdings). The option grant is a derivative award that vests over time and does not immediately increase vested share ownership until exercised/vested.
• The surrendered shares were used solely to cover tax withholding on RSU vesting and are routine; such disposals do not necessarily reflect negative sentiment.
• Because the filing does not state total post-transaction beneficial ownership, use the reported transactions and vesting schedules to assess near-term dilution and future insider exposure.