Mineralys Therapeutics Inc.

11/13/2025 | Press release | Distributed by Public on 11/13/2025 18:02

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Levy Adam Scott
2. Issuer Name and Ticker or Trading Symbol
Mineralys Therapeutics, Inc. [MLYS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO and Secretary
(Last) (First) (Middle)
150 N. RADNOR CHESTER ROAD,, SUITE F200
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025
(Street)
RADNOR, PA 19087
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 11/11/2025 M 20,547 A $10.2 53,814(1) D
Common Stock 11/11/2025 M 34,414 A $16 88,228 D
Common Stock 11/11/2025 M 44,079 A $14.25 132,307 D
Common Stock 11/11/2025 M 6,613 A $15.44 138,920 D
Common Stock 11/11/2025 S 1,015 D $42 137,905 D
Common Stock 11/11/2025 S 11,295 D $41.8709(2) 126,610 D
Common Stock 11/11/2025 S 1,561 D $42.6794(3) 125,049 D
Common Stock 11/11/2025 S 12,952 D $41.6522(4) 112,097 D
Common Stock 11/11/2025 S 8,485 D $42.3404(5) 103,612 D
Common Stock 11/11/2025 S 4,142 D $43.5015(6) 99,470 D
Common Stock 11/11/2025 S 8,456 D $45.1805(7) 91,014 D
Common Stock 11/11/2025 S 38,900 D $45.9277(8) 52,114 D
Common Stock 11/11/2025 S 32,718 D $46.8848(9) 19,396 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 $10.2 11/11/2025 M 20,547 (10) 02/13/2035 Common Stock 20,547 $ 0 135,674(11) D
Stock Option $16 11/11/2025 M 34,414 (12) 02/09/2033 Common Stock 34,414 $ 0 20,662(13) D
Stock Option $14.25 11/11/2025 M 44,079 (12) 02/13/2034 Common Stock 44,079 $ 0 91,592(14) D
Stock Option $15.44 11/11/2025 M 6,613 (12) 03/17/2033 Common Stock 6,613 $ 0 4,888(15) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Levy Adam Scott
150 N. RADNOR CHESTER ROAD,
SUITE F200
RADNOR, PA 19087
CFO and Secretary

Signatures

/s/ Adam Levy 11/13/2025
**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) Since the date of the Reporting Person's last ownership report, 83,598 shares of common stock were transferred to an ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
(2) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $41.4500 to $42.2800. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
(3) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $42.5100 to $42.9150. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.
(4) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $41.0550 to $42.0400. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
(5) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $42.1000 to $43.0400. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (5) to this Form 4.
(6) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $43.1700 to $44.0500. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (6) to this Form 4.
(7) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $44.4700 to $45.4600. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (7) to this Form 4.
(8) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $45.4800 to $46.4725. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) to this Form 4.
(9) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $46.4900 to $47.3600. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (9) to this Form 4.
(10) The stock option vests in monthly installments over a period of four years, with 1/48th of the total shares underlying the option vesting each one-month period following the date of grant.
(11) Since the date of the Reporting Person's last ownership report, 13,779 stock options were transferred to an ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
(12) The stock option vests as to 25% of the total number of shares of common stock subject to the option on the first anniversary of the grant date, and as to 1/48th of the total number of shares of common stock subject to the option on each monthly anniversary thereafter.
(13) Since the date of the Reporting Person's last ownership report, 42,442 stock options were transferred to an ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
(14) Since the date of the Reporting Person's last ownership report, 64,329 stock options were transferred to an ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
(15) Since the date of the Reporting Person's last ownership report, 8,499 stock options were transferred to an ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse.
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.
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