02/04/2026 | Press release | Distributed by Public on 02/04/2026 19:02
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $11.94 | 02/02/2026 | A | 284,760 | (5) | 02/02/2036 | Common Stock | 284,760 | $ 0 | 284,760 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Crystal Adam C/O TANGO THERAPEUTICS, INC., 201 BROOKLINE AVE., SUITE 901 BOSTON, MA 02215 |
President, R&D | |||
| /s/ Daniella Beckman, as attorney-in-fact | 02/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These shares are represented by restricted stock units (the "RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer. The RSUs will vest over a three year period at a rate of 33% on February 1, 2027, 33% on February 14, 2028 and 34% on February 12, 2029, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date. |
| (2) | The Issuer has adopted a "sell-to-cover" policy to satisfy the tax withholding obligations of the Reporting Person. The sales reported on this Form 4 represent the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. Such sales were automatic and not at the discretion of the Reporting Person. |
| (3) | Represents the weighted average sales price per share. The shares sold at prices ranging from $11.88 to $12.875 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
| (4) | Represents the weighted average sales price per share. The shares sold at prices ranging from $12.88 to $12.91 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
| (5) | This option shall vest and become exercisable over a four-year period, at a rate of 25% on January 1, 2027 with the remaining option shares vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer as of each such vesting date. |