Form 4: Tarsus Pharmaceuticals CFO Settles RSUs, Sells Shares for Tax Obligations

Jeffrey S. Farrow, Chief Financial Officer and Chief Strategy Officer of Tarsus Pharmaceuticals, Inc., acquired common stock through RSU settlement and subsequently sold a portion to cover tax withholding obligations.

Summary

• Jeffrey S. Farrow, the Chief Financial Officer and Chief Strategy Officer of Tarsus Pharmaceuticals, Inc. (TARS), reported transactions involving the company's common stock.
• On June 16, 2025, Mr. Farrow acquired 27,881 shares of common stock through the settlement of vested Restricted Stock Units (RSUs).
• On June 17, 2025, Mr. Farrow sold 13,608 shares of common stock at a price of $40.42 per share.
• This sale was explicitly stated as a non-discretionary transaction, mandated by the Issuer's policy to cover tax withholding obligations associated with the RSU vesting and settlement.
• Following these transactions, Mr. Farrow directly beneficially owns 36,704 shares of common stock.
• Additionally, Mr. Farrow holds 55,763 Restricted Stock Units (RSUs) that represent a contingent right to receive one share of common stock per RSU.
• These RSUs were granted on April 24, 2023, under the Tarsus Pharmaceuticals, Inc. 2020 Stock Plan, with 25% vesting annually on June 15th from 2024 through 2027, subject to continuous service.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The RSU vesting is a positive for the executive and indicates continued service. The subsequent sale is a routine, non-discretionary event for tax purposes and does not reflect a negative outlook on the company by the insider.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the executive's continued service and compensation, aligning their interests with shareholders.
• The sale of shares was explicitly for tax withholding purposes, which is a routine and non-discretionary event, not signaling a lack of confidence in the company by the executive.

Future Outlook

The remaining 55,763 Restricted Stock Units (RSUs) held by Mr. Farrow are scheduled to vest in annual installments of 25% on June 15th of 2026 and 2027, contingent upon his continuous service to the company.

Management Comments

• The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs.
• The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary transaction by the Reporting Person.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, specifically the vesting and tax-related sale of Restricted Stock Units. Such transactions are common across all industries for publicly traded companies and reflect standard compensation practices.

Related Party Transactions

• The acquisition of 27,881 shares of common stock by Jeffrey S. Farrow resulted from the settlement of vested Restricted Stock Units (RSUs) granted by Tarsus Pharmaceuticals, Inc., which constitutes a transaction between the company and an executive.

Stakeholder Impact

• Shareholders gain transparency into executive compensation and stock ownership, as the filing details the vesting of RSUs and subsequent share transactions by a key officer.
• Employees may view this as a standard part of executive compensation packages, reflecting the company's commitment to performance-based incentives.

Next Steps

• Future vesting of the remaining 55,763 Restricted Stock Units (RSUs) on June 15, 2026, and June 15, 2027, subject to continuous service.

Key Dates

Keywords

Tarsus Pharmaceuticals, TARS, Jeffrey Farrow, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Sale, Tax Withholding