Sensei Biotherapeutics (NASDAQ: SNSE) CEO granted merger-related equity awards
Rhea-AI Filing Summary
Sensei Biotherapeutics, Inc. reported that President and CEO Anand Kiran Parikh received new equity awards connected to the Faeth Holdings Therapeutics merger. He was granted options to buy 136,884 shares of common stock at $1.16 per share, plus an additional option for 12,320 shares at the same exercise price. He also acquired 761.428 shares of Series B Non-Voting Convertible Preferred Stock, which are convertible into 761,428 shares of common stock. The footnotes explain these awards were received in exchange for Faeth common stock and Faeth stock options under the merger agreement, with vesting schedules that run in monthly installments through early 2027.
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Insights
CEO received merger-related stock and option awards, a non-cash equity grant.
The filing shows Sensei Biotherapeutics’ President and CEO Anand Kiran Parikh received equity in connection with the Faeth merger. He was granted options over 136,884 and 12,320 shares of common stock at an exercise price of $1.16 per share.
He also received 761.428 shares of Series B Non-Voting Convertible Preferred Stock, which are convertible into 761,428 common shares, with no expiration per the footnotes. These instruments were issued as consideration for Faeth common stock and Faeth options under the Agreement and Plan of Merger.
The footnotes outline vesting: one option vests in forty-eight equal monthly installments beginning August 1, 2022, and another vests monthly from March 1, 2026 through February 1, 2027. Overall, the activity represents compensation and merger consideration rather than open‑market buying or selling.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Parikh Anand Kiran
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series B Preferred Stock | 761.428 | $0.00 | -- |
| Grant/Award | Employee Stock Option (right to buy) | 12,320 | $0.00 | -- |
| Grant/Award | Employee Stock Option (right to buy) | 136,884 | $0.00 | -- |
Holdings After Transaction:
Series B Preferred Stock — 761,428 shares (Direct);
Employee Stock Option (right to buy) — 12,320 shares (Direct)
Footnotes (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. 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"). 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"). Received in exchange for a stock option to acquire an aggregate 61,809 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement. Beginning August 1, 2022, the shares subject to the option vest in a series of forty-eight (48) successive equal monthly installments. Received in exchange for stock options to acquire an aggregate of 686,733 shares of Faeth common stock with an exercise price of $0.23 per share pursuant to the Merger Agreement. Beginning on March 1, 2026, 12,258 shares vest monthly through January 1, 2027, with the balance fully vesting on February 1, 2027.
Key Figures
Option grant: 136,884 options at $1.16/share
Additional option grant: 12,320 options at $1.16/share
Series B Preferred received: 761.428 shares
+3 more
6 metrics
Option grant
136,884 options at $1.16/share
Employee stock option over common stock acquired on February 17, 2026
Additional option grant
12,320 options at $1.16/share
Second employee stock option over common stock on February 17, 2026
Series B Preferred received
761.428 shares
Series B Non-Voting Convertible Preferred Stock acquired February 17, 2026
Underlying common from Series B
761,428 common shares
Each preferred share convertible into 1,000 common shares, no expiration
Vesting schedule (legacy option)
48 monthly installments
Option vests in forty-eight equal monthly installments beginning August 1, 2022
Vesting schedule (new option)
12,258 shares monthly
Vests monthly from March 1, 2026 through January 1, 2027; balance on February 1, 2027
Key Terms
Series B Non-Voting Convertible Preferred Stock, Agreement and Plan of Merger, Certificate of Designation of Preferences, Rights and Limitations, Employee Stock Option (right to buy), +1 more
5 terms
Series B Non-Voting Convertible Preferred Stock financial
"Each share of Series B Non-Voting Convertible Preferred Stock is convertible into 1,000 shares of Common Stock"
A Series B non-voting convertible preferred stock is a class of company shares that gives holders financial priority—such as fixed dividends and first claim on assets if the company is sold—while not granting voting rights. It can be converted into regular common shares under set conditions, which matters to investors because conversion can increase upside participation but also dilute existing owners; the preference reduces downside risk like a safety buffer.
Agreement and Plan of Merger financial
"Received in exchange for common stock of Faeth Holdings Therapeutics pursuant to an Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Certificate of Designation of Preferences, Rights and Limitations financial
"Subject to certain conditions set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock"
Employee Stock Option (right to buy) financial
"Security title listed as Employee Stock Option (right to buy) with an exercise price of $1.16"
vesting financial
"Beginning August 1, 2022, the shares subject to the option vest in a series of forty-eight successive equal monthly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Sensei Biotherapeutics (SNSE) CEO acquire in this Form 4/A?
The CEO received stock options and preferred shares as equity awards. He was granted options for 136,884 and 12,320 common shares at $1.16 per share, plus 761.428 Series B Preferred shares convertible into 761,428 common shares, all tied to the Faeth merger.
Are the Sensei Biotherapeutics CEO’s transactions market buys or sells?
The transactions are equity awards, not market trades. The CEO acquired options and preferred shares as compensation and merger consideration, with no open‑market buying or selling reported. This makes the activity routine from a compensation and transaction-structuring standpoint rather than a directional stock trade.
How many Sensei Biotherapeutics options were granted to the CEO and at what price?
The CEO received two option grants over common stock. One covers 136,884 shares and the other 12,320 shares, each with an exercise price of $1.16 per share, according to the filing’s transaction details for the employee stock options.
What is the conversion feature of Sensei’s Series B Preferred Stock in this filing?
Each Series B Non-Voting Convertible Preferred share converts into 1,000 common shares. The CEO received 761.428 Series B Preferred shares, which are convertible into 761,428 common shares. The footnotes state this preferred stock has no expiration date under its terms.
How are the CEO’s Sensei Biotherapeutics stock options scheduled to vest?
One option grant vests in forty-eight equal monthly installments beginning August 1, 2022. Another grant vests 12,258 shares monthly from March 1, 2026 through January 1, 2027, with the remaining balance vesting on February 1, 2027, as described in the footnotes.