Dasu Badri N 4

What Happened

• Dasu Badri, Chief Engineering Officer of TALPHERA (TLPH), received a 200,000‑share option grant on Feb 12, 2026 and made an open‑market purchase of 35,000 shares the same day.
• The open‑market purchase: 35,000 shares at $0.81 per share, totaling $28,431. Separately, Badri surrendered small amounts of shares to the issuer to cover tax withholdings related to RSU vesting: 781 shares on Feb 10 at $0.84 ($653) and 2,346 shares on Feb 14 at $0.79 ($1,861).

Key Details

• Transaction dates and prices:
  • Feb 10, 2026: 781 shares surrendered for tax withholding at $0.84 (Disposition for tax withholding).
  • Feb 12, 2026: Grant of option for 200,000 shares (reported as acquisition at $0.00, derivative).
  • Feb 12, 2026: Open‑market purchase of 35,000 shares at $0.81 ($28,431).
  • Feb 14, 2026: 2,346 shares surrendered for tax withholding at $0.79.
• Shares owned after the transaction: Not reported in this filing.
• Footnotes:
  • F1: Surrendered shares were used to pay required tax withholdings due to RSU vesting.
  • F2: The referenced RSUs vest in three equal annual installments on Feb 12 of 2027, 2028 and 2029.
  • F3: The 200,000‑share option vests 25% after one year, then in 36 equal monthly installments thereafter, subject to continued service.
• Filing timeliness: Report filed 2026‑02‑20 for transactions between Feb 10–14, 2026 — this appears late relative to the usual 2‑business‑day Form 4 deadline.

Context

• The 200,000 entry is an option grant (derivative award) with a multi‑year vesting schedule — not an immediate issuance of fully vested shares.
• The surrendered shares were used to satisfy tax withholding on RSU vesting (not open‑market sales), while the 35,000‑share purchase was an outright buy (a direct purchase is generally considered a clearer bullish signal than routine withholding disposals).
• No exercise of options or cashless sale was reported here; the option grant simply adds potential future equity subject to vesting.