Item 5. Other Information
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
Our policy governing transactions in our securities by our directors, officers, and employees permits our officers, directors and employees to enter into trading plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. As disclosed in the table below, during the first quarter of 2026, certain directors adopted a “Rule 10b5-1 trading arrangement”. This plan provides for the sale of our common stock and is intended to satisfy the affirmative defense in Rule 10b5-1(c).
Name Position Date of Plan Adoption Scheduled End Date of Trading Arrangement (1)
Maximum Total Shares of Common Stock to be Sold Under the Plan (2)
Alexander Schuth, M.D. Chief Operating and Financial Officer 3/27/2026 9/30/2027 144,051
__________________________________________________
(1) In each case, the trading arrangement may expire on an earlier date if and when all transactions under the arrangement are completed.
(2) This amount represents the maximum total shares that could be sold under the plan, but the amounts may change for executive officers due to the sale of shares to satisfy tax withholding requirements.
No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the first quarter ended March 31, 2026.
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ITEM 6. EXHIBITS
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Description Form File No. Number Filing Date
10.1 A mended and Restated Outside Director Compensation Policy
— — — Filed herewith
10.2 Revenue Participation Right Purchase and Sale Agreement by and between Denali Therapeutics Inc. and Royalty Pharma Investments 2023 ICAV Dated as of December 2, 2025
— — — Filed herewith
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
— — — Filed herewith
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
— — — Filed herewith
32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
— — — Furnished herewith
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
— — — Furnished herewith
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Incline XBRL document — — — Furnished herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document. — — — Furnished herewith
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — Furnished herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. — — — Furnished herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. — — — Furnished herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. — — — Furnished herewith
104 The cover page from the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2026, formatted in Inline XBRL (contained in Exhibit 101)
— — — Furnished herewith
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Denali Therapeutics Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DENALI THERAPEUTICS INC.
Date: May 7, 2026 By: /s/ Ryan J. Watts
Ryan J. Watts, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 7, 2026 By: /s/ Alexander O. Schuth
Alexander O. Schuth, M.D.
Chief Operating and Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.