02/19/2026 | Press release | Distributed by Public on 02/19/2026 20:45
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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 | ||||||||
| Series B Preferred Stock | (1) | 02/17/2026 | A(2)(3) | 809,822 | (1) | (1) | Common Stock | 809.822 | (2)(3) | 809,822 | D | ||||
| Employee Stock Option (right to buy) | $1.16 | 02/17/2026 | A(4) | 92,533 | (5) | 09/14/2032 | Common Stock | 92,533 | (4) | 92,533 | D | ||||
| Employee Stock Option (right to buy) | $1.16 | 02/17/2026 | A(6) | 56,673 | (7) | 09/14/2032 | Common Stock | 56,673 | (6) | 56,673 | D | ||||
| Employee Stock Option (right to buy) | $27.22 | 02/19/2026 | A | 1,239,305 | (8) | 02/18/2036 | Common Stock | 1,239,305 | $ 0 | 1,239,305 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Parikh Anand Kiran C/O SENSEI BIOTHERAPEUTICS, INC. 1405 RESEARCH BLVD, SUITE 125 ROCKVILLE, MD 20850 |
X | Chief Operating Officer | ||
| /s/ Anand Kiran Parikh | 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) | Each share of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") is convertible into 1,000 shares of Common Stock of Sensei Biotherapeutics, Inc. (the "Company"). The Preferred Stock has no expiration date. |
| (2) | Received in exchange for 4,062,777 shares of common stock of Faeth Holdings Therapeutics, Inc. ("HoldCo") pursuant to an Agreement and Plan of Merger, dated February 17, 2026 (the "Merger Agreement"), by and among the Company, Sapphire First Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("First Merger Sub"), Sapphire Second Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Second Merger Sub"), HoldCo and Faeth Therapeutics, LLC, a Delaware limited liability company and wholly owned subsidiary of HoldCo ("Faeth"). |
| (3) | Under the terms of the Merger Agreement, on February 17, 2026, First Merger Sub merged with and into HoldCo, with HoldCo surviving the first merger as a wholly owned subsidiary of the Company, and immediately following the first merger, HoldCo merged with and into Second Merger Sub, with Second Merger Sub surviving the second merger as a wholly owned subsidiary of the Company (such mergers, the "Merger"). Upon the closing of the Merger, shares of outstanding common stock of HoldCo were converted into the right to receive shares of the Company's Series B Preferred Stock in accordance with the Merger Agreement. Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock, each share of Series B Preferred Stock is convertible into 1,000 shares of the Company's Common Stock ("Common Stock"). |
| (4) | Received in exchange for a stock option to acquire 464,222 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement. |
| (5) | Beginning August 1, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments. |
| (6) | Received in exchange for stock options to acquire an aggregate of 284,320 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement. |
| (7) | Immediately exercisable. |
| (8) | 25% of the shares shall vest on February 19, 2027, and the remaining shares shall vest in 36 equal monthly installments thereafter. |