Form 4: Tyra Biosciences Director Jake Simson Acquires Stock Options

Tyra Biosciences Director Jake Simson acquired stock options under the company's Non-Employee Director Compensation Program.

Summary

• Jake Simson, a Director at Tyra Biosciences, Inc., was granted stock options on May 28, 2026.
• The options have an exercise price of $32.68 per share.
• A total of 13,160 shares of common stock are subject to this option grant.
• Vesting occurs monthly, with 1/12th of the shares vesting each month following the grant date, over a period of 12 months.
• If the annual stockholder meeting occurs before the first anniversary of the grant date, any remaining unvested portion will vest on that meeting date, provided continuous service is maintained.
• Simson holds these options for the benefit of RA Capital Management, L.P., specifically the RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., and a separately managed account.
• Simson is obligated to transfer any net cash or stock received upon exercise to RA Capital Management, which will offset advisory fees.
• Consequently, Simson disclaims beneficial ownership of the stock option and the underlying common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a standard director stock option grant and not a significant event impacting the company's operational or financial performance.

Positives

• Director compensation aligns with long-term incentives through stock options.
• The vesting schedule encourages continued service and commitment to the company.
• The grant is part of a structured Non-Employee Director Compensation Program.

Negatives

• Jake Simson disclaims beneficial ownership of the options and underlying shares, indicating the economic benefit accrues to RA Capital entities.
• The exercise price of $32.68 suggests a significant increase in share price is needed for the options to be in-the-money.

Risks

• The value of the stock options is subject to market volatility and the company's future stock performance.
• If the company's stock price does not exceed $32.68, the options may expire worthless.
• The disclaimer of beneficial ownership by Jake Simson may indicate a complex ownership structure or a mechanism to manage advisory fees rather than direct personal gain.

Future Outlook

The future outlook for the stock options is dependent on Tyra Biosciences' stock performance relative to the $32.68 exercise price and the terms of the vesting schedule.

Management Comments

• "The option was granted pursuant to the Issuer's Non-Employee Director Compensation Program."
• "1/12th of the total number of shares of common stock subject to the option vest monthly following May 28, 2026, the date of grant."
• "In the event the next occurring annual meeting of the Issuer's stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the option will vest on the date of such annual meeting of the Issuer's stockholders, subject to the Reporting Person's continuous service to the Issuer through each vesting date."
• "The Reporting Person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the 'Fund'), the RA Capital Nexus Fund, L.P. (the 'Nexus Fund'), and a separately managed account (the 'Account')."
• "The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, and the Account to the Adviser."
• "The Reporting Person therefore disclaims beneficial ownership of the stock option and underlying Common Stock."

Industry Context

StockSavvy.ai notes that grants of stock options to directors are a common practice in the biotechnology and life sciences sector, aligning executive and director interests with shareholder value creation through equity appreciation.

Related Party Transactions

• The stock option grant to Director Jake Simson is structured such that he disclaims beneficial ownership, with the economic benefit intended for RA Capital Management, L.P. and its associated funds. This arrangement is designed to offset advisory fees owed to RA Capital Management.

Stakeholder Impact

• Shareholders: The grant itself does not immediately impact share price but represents potential future dilution if options are exercised. The alignment of director incentives with stock performance is generally viewed positively.
• Employees: No direct impact mentioned.
• Creditors: No direct impact mentioned.
• Management: Indirectly impacted by the compensation structure and alignment of interests.

Next Steps

• Monthly vesting of 1/12th of the stock options.
• Potential accelerated vesting on the date of the next annual stockholder meeting, subject to continuous service.
• Exercise of options by RA Capital entities, with proceeds offsetting advisory fees.

Key Dates

Keywords

Tyra Biosciences, Form 4, Stock Options, Director Compensation, Jake Simson, RA Capital Management, Beneficial Ownership, Vesting Schedule, SEC Filing