02/19/2026 | Press release | Distributed by Public on 02/19/2026 19:57
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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 | ||||||||
| Performance Restricted Stock Units | (2) | 02/17/2026 | A | 94,913 | (3) | (3) | Common Stock | 94,913 | $ 0 | 94,913 | D | ||||
| Stock Option (Right to Buy) | $4.39 | 02/17/2026 | A | 138,649 | (4) | 02/17/2036 | Common Stock | 138,649 | $ 0 | 138,649 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Avelar Rui 520 NEWPORT CENTER DR. SUITE 1200 NEWPORT BEACH, CA 92660 |
See Remarks | |||
| /s/ Jeffrey J. Plumer, as attorney-in-fact for Rui Avelar | 02/19/2026 | |
| **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) | Represents shares issuable upon settlement of restricted stock units (RSUs). Each RSU represents the right to receive one share of the Issuer's common stock. The RSUs vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control). |
| (2) | Each performance-based restricted stock unit (PSU) represents the right to receive, following vesting, a number of shares of common stock of the issuer up to 200% of the number of PSUs. |
| (3) | The number of shares issuable upon vesting is based on performance against pre-established financial metrics and relative total shareholder return (TSR) over a three-year performance period ending December 31, 2028. Subject to certification of performance results, any earned PSUs vest following the performance period. |
| (4) | The shares subject to the option vest in four equal annual installments on each anniversary of February 17, 2026, subject to continued service, and may accelerate in certain circumstances (including specified terminations or a change in control). |
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Remarks: Chief Medical Officer and Head of R&D |
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