Septerna Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 18:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Shaikhly Samira
2. Issuer Name and Ticker or Trading Symbol
Septerna, Inc. [SEPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief People Officer
(Last) (First) (Middle)
C/O SEPTERNA, INC., 250 EAST GRAND AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
(Street)
SOUTH SAN FRANCISCO, CA 94080
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2026 M 53,714 A $1.55 54,507(1) D
Common Stock 03/02/2026 M 11,638 A $2.76 66,145 D
Common Stock 03/02/2026 M 5,101 A $2.76 71,246 D
Common Stock 03/02/2026 S(2) 4,090 D $27.5052(3) 67,156 D
Common Stock 03/02/2026 S(2) 66,363 D $28.1383(4) 793 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.55 03/02/2026 M 53,714 (5) 03/30/2033 Common Stock 53,714 $ 0 15,969 D
Stock Option (Right to Buy) $2.76 03/02/2026 M 11,638 (5) 11/11/2033 Common Stock 11,638 $ 0 3,460 D
Stock Option (Right to Buy) $2.76 03/02/2026 M 5,101 (6) 03/19/2034 Common Stock 5,101 $ 0 5,101 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shaikhly Samira
C/O SEPTERNA, INC.
250 EAST GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080
Chief People Officer

Signatures

/s/ Mark A. Wilson, Attorney-in-Fact 03/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Includes 793 shares acquired under the Septerna, Inc. 2024 Employee Stock Purchase Plan on October 31, 2025 in a transaction that was exempt under Rule 16b-3(c).
(2) This transaction was effected pursuant to a Rule 10b5-1 sales plan adopted by the Reporting Person on October 31, 2025.
(3) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $26.90 to $27.89. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
(4) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $27.90 to $28.70. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
(5) 25% of the shares underlying this option vested on February 1, 2024, with the remainder vesting in thirty-six substantially equal monthly installments thereafter, subject to the Reporting Person's continuous service the Issuer on each such vesting date.
(6) 1/48th of the shares subject to such option vest and become exercisable in substantially equal monthly installments on each monthly anniversary of March 1, 2024, subject to the Reporting Person's continuous service to the Issuer on each such date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Septerna Inc. published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 05, 2026 at 00:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]