Kowalsky Matthew Paul 4

What Happened
Matthew Paul Kowalsky, Chief Legal Officer of Enanta Pharmaceuticals (ENTA), received equity awards that vested and were settled in shares on February 12, 2026. Two awards were issued: 1,318 shares from performance share units (PSUs) and 4,175 shares from a relative total stockholder return unit (rTSRU), for a gross issuance of 5,493 shares at $0.00 (award settlement). To cover withholding taxes related to the settlement, 1,902 shares were automatically forfeited (disposed) at $14.25 per share, totaling $27,104. Net shares retained by Kowalsky from this settlement = 3,591 shares.

Key Details

• Transaction date(s): February 12, 2026; Form 4 filed February 13, 2026 (timely).
• Awards issued: 1,318 shares (PSUs) + 4,175 shares (rTSRU) = 5,493 shares issued at $0.00 (award).
• Tax withholding: 1,902 shares forfeited to cover taxes (Disposition) at $14.25/share = $27,104.
• Net shares delivered to insider after withholding: 3,591 shares.
• Footnotes:
  • PSU vesting was tied to two‑year R&D milestones (2024–2025) (F1).
  • rTSRU vesting was based on relative total shareholder return vs. Nasdaq Biotech Index over two 60‑day periods (F2).
  • F3 indicates shares were automatically forfeited to satisfy withholding taxes.
• Shares owned after transaction: not specified in this Form 4.

Context

• These were performance‑based equity awards that vested and were settled in stock (award grants), not open‑market purchases or sales driven by trading decisions.
• The forfeiture of shares to pay withholding is a routine administrative step and is reported as a disposal (code F).
• No 10b5-1 plan, late filing, or immediate open‑market sale of remaining shares is indicated in this filing.