Dowden Nathan J 4
4 · Entrada Therapeutics, Inc. · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Entrada (TRDA) President & COO Nathan Dowden Receives RSUs, Sells Shares
What Happened
Nathan J. Dowden, President & COO of Entrada Therapeutics (TRDA), received equity awards and had shares sold to cover tax withholding. The filing shows two grants totaling 139,000 award units (55,800 and 83,200) reported as acquisitions at $0.00 (RSUs/derivative). To satisfy tax obligations, 7,223 shares were sold on 2026-03-02 for a weighted average price of $11.66 (≈ $84,205) and 14,038 shares were sold on 2026-03-03 for a weighted average price of $11.76 (≈ $165,036). Total proceeds from those automatic sales were about $249,241.
Key Details
- Transaction types: A = Award/Grant (RSUs/derivative); F = payment of exercise price or tax liability (sell-to-cover).
- Grants: 55,800 RSUs (reported A) and 83,200 derivative award units (reported A, $0.00 acquisition price).
- Sell-to-cover disposals: 7,223 shares at $11.66 (weighted avg; range $11.17–$11.91) and 14,038 shares at $11.76 (weighted avg; range $11.22–$12.095). Total shares sold = 21,261; total proceeds ≈ $249,241.
- Vesting/terms: Footnotes state the RSUs vest 25% each on March 1 of 2027–2030 (standard four-year schedule). A separate footnote describes an option-style vesting schedule (25% on 3/1/2027, remainder monthly to 3/1/2030) for the derivative award.
- The filing was submitted on 2026-03-03 covering transactions through 2026-03-01; no late‑filing flag is indicated in the filing.
- Shares owned after these transactions: not specified in the public Form 4 excerpt.
Context
- The sales were automatic “sell-to-cover” transactions to satisfy statutory tax withholding tied to the award — per the filing footnote, these were not discretionary open-market sales by the insider. Such sell-to-cover actions are common when RSUs vest and are generally not interpreted as a separate bearish signal.
- The awards are time‑based (multi-year vesting), so the insider will not immediately receive all shares; future vesting dates are March 1 of 2027–2030 (or monthly thereafter for the option-style award).
- For retail investors, granted RSUs indicate ongoing executive compensation alignment with shareholders, while the automatic sales simply fund required taxes rather than represent a market-driven sale.
Insider Transaction Report
Form 4
Dowden Nathan J
President & COO
Transactions
- Award
Common Stock
[F1]2026-03-01+55,800→ 234,859 total - Tax Payment
Common Stock
[F2][F3]2026-03-02$11.66/sh−7,223$84,205→ 227,636 total - Tax Payment
Common Stock
[F2][F4]2026-03-03$11.76/sh−14,038$165,036→ 213,598 total - Award
Stock Option (Right to Buy)
[F5]2026-03-01+83,200→ 83,200 totalExercise: $11.93Exp: 2036-03-01→ Common Stock (83,200 underlying)
Footnotes (5)
- [F1]Represents a grant of restricted stock units ("RSUs") under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock. The RSUs shall vest as follows: (i) 25% on March 1, 2027; (ii) 25% on March 1, 2028; (iii) 25% on March 1, 2029 and (iv) the remaining 25% on March 1, 2030, so long as the Reporting Person remains an employee or other service provider of the Issuer through such date.
- [F2]Represents shares automatically sold by the Company on behalf of the reporting person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations. The sale does not represent a discretionary trade by the reporting person.
- [F3]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.17 to $11.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
- [F4]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.22 to $12.095, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
- [F5]25% of the option shares shall vest and become exercisable on March 1, 2027, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, such that the option shares will be fully vested on March 1, 2030.
Signature
/s/ Jared Cohen, as Attorney-in-Fact|2026-03-03