Ryan J. Watts - Jul 9, 2025 Form 4 Insider Report for Denali Therapeutics Inc. (DNLI)

Role
President and CEO, Director
Signature
/s/ Tyler Nielsen, by power of attorney
Stock symbol
DNLI
Transactions as of
Jul 9, 2025
Transactions value $
-$6,908,438
Form type
4
Date filed
7/11/2025, 05:13 PM
Previous filing
Jan 8, 2025
Next filing
Sep 5, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Watts Ryan J. President and CEO, Director C/O DENALI THERAPEUTICS INC., 161 OYSTER POINT BLVD., SOUTH SAN FRANCISCO /s/ Tyler Nielsen, by power of attorney 2025-07-11 0001724310

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DNLI Common Stock Options Exercise $310K +455K +179.9% $0.68 708K Jul 9, 2025 Direct F1
transaction DNLI Common Stock Options Exercise $211K +40K +5.65% $5.28 748K Jul 9, 2025 Direct F1
transaction DNLI Common Stock Sale -$7.43M -495K -66.18% $15.00 253K Jul 9, 2025 Direct F1, F2, F3
holding DNLI Common Stock 2.2M Jul 9, 2025 See footnote F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DNLI Stock Option (right to buy) Options Exercise $0 -455K -42.23% $0.00 623K Jul 9, 2025 Common Stock 455K $0.68 Direct F5
transaction DNLI Stock Option (right to buy) Options Exercise $0 -40K -66.26% $0.00 20.4K Jul 9, 2025 Common Stock 40K $5.28 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Includes 177,940 Unvested RSUs.
F2 The sales reported by the Reporting Person were made pursuant to a previously signed/adopted 10b5-1 Selling plan dated 09/16/2024. The shares sold primarily relate to 455,282 stock options that expire on 08/21/2025.
F3 The sale price reported in column 4 of Table I represents the weighted average sale price of the shares ranging from $15.00 to $15.08 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
F4 The shares are held of record by the Watts Family 2015 Trust dated July 7, 2015, for which the Reporting Person serves as trustee.
F5 The vesting of the shares subject to the option are contingent upon the achievement of certain performance metrics. 50% of the shares subject to the option vested on March 3, 2021, and 50% of the shares subject to the option will vest on the date the closing price of Issuer's Common Stock equals or exceeds $80.00 per share on NASDAQ for 90 consecutive trading days.
F6 25% of the shares subject to the option will vest on March 8, 2018 and an additional 1/48 of the shares vest monthly thereafter.