Tyra Biosciences, Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
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Director and Officer Trading Arrangements
Rule 10b5-1 Trading Plans
From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2026, our officers and directors took the following actions with respect to such trading arrangements:
| Trading Arrangement | |||||
|---|---|---|---|---|---|
| Name and Title · Action · Date · Rule 10b5-1* · Non-Rule 10b5-1** · Total Shares Authorized to be Sold*** · Expiration Date | |||||
| Douglas Warner, M.D.,Chief Medical Officer | Adoption | 5/7/20265/12/2026 | XX | 74,000(1) | 2/26/2027(2) |
| Alan Fuhrman,Chief Financial Officer | Adoption | 5/12/2026 | X | (1) | (2) |
| Julia Rueb,Vice President, Finance (principal accounting officer) | Adoption | 5/12/2026 | X | (1) | (2) |
| Todd Harris,President, Chief Executive Officer and Director | Adoption | 5/13/2026 | X | (1) | (2) |
| Bhavesh Ashar,Chief Operating Officer | Adoption | 5/14/2026 | X | (1) | (2) |
- Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
*** Represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The number of shares sold is dependent on the satisfaction of certain conditions as set forth in the written plan and the satisfaction of applicable vesting conditions of equity awards.
(1) Refers to a sell-to-cover instruction letter intended to comply with the requirements of Rule 10b5-1(c) authorizing the pre-arranged sale of shares of our common stock to satisfy tax withholding obligations of the Company arising from the vesting of any restricted stock units (RSUs) and performance stock units (PSUs), and the related issuance of shares of common stock, issued pursuant to our 2021 Incentive Award Plan and any successor plan. The amount of shares to be sold to satisfy the Company’s tax withholding obligations under each instruction letter is dependent on future events which cannot be known at this time, including the future trading price of our common stock.
(2) The expiration date relating to each instruction letter is dependent on future events which cannot be known at this time, including the final vesting date of the applicable RSUs and PSUs and the officer or director’s termination of service.
Amended At-the-Market Sales Agreement
On August 4, 2026, we entered into an amendment to the 2025 Sales Agreement (the Sales Agreement Amendment) with the Sales Agent (the 2025 Sales Agreement, as amended by the Sales Agreement Amendment, the Amended Sales Agreement) increasing the maximum aggregate offering price for shares of our common stock that we may offer and sell in at-the-market offerings through the Sales Agent under the Amended Sales Agreement from $150.0 million to such number as would not, among other limitations, exceed the number or dollar amount of shares registered on an effective registration statement pursuant to which the offering is made and for which we have filed prior to commencing the offering a prospectus or prospectus supplement. Prior to executing the Sales Agreement Amendment, we had fully utilized the $150.0 million available for issuance under the 2025 Sales Agreement. The foregoing description of the Sales Agreement Amendment is not complete and is qualified in its entirety by reference to the Sales Agreement Amendment, a copy of which is filed as an exhibit to this Quarterly Report and is incorporated herein by reference. Any sales of common stock under the Amended Sales Agreement will be made pursuant to our previously filed shelf registration statement on Form S-3 (File No. 333-287086), which was declared effective on May 16, 2025, or any successor registration statement that we may file and becomes effective. We will file a prospectus supplement with the SEC in connection with the offer and sale of up to $250.0 million of shares of our common stock pursuant to the Amended Sales Agreement on August 4, 2026. Pursuant to the Amended Sales Agreement and, after giving effect to such prospectus supplement, we may offer and sell up to an aggregate offering price of $250.0 million of our common stock. A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities to be issued pursuant to the Amended Sales Agreement and such prospectus supplement is filed as Exhibit 5.1 to this Quarterly Report.
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