President, R&D Krishnan Suma converted options into 67,225 shares and covered exercise/tax liability with 30,584 shares, increasing direct ownership by 1% to 1,428,155 units (SEC Form 4)
$KRYS
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Krystal Biotech, Inc. [ KRYS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/27/2026 | M | 22,500(1) | A | $0 | 1,436,211 | D | |||
| Common Stock | 02/27/2026 | F | 10,236(2) | D | $275.64(3) | 1,425,975 | D | |||
| Common Stock | 02/27/2026 | M | 4,000(4) | A | $0 | 1,429,975 | D | |||
| Common Stock | 02/27/2026 | F | 1,820(5) | D | $275.64(3) | 1,428,155 | D | |||
| Common Stock | 02/27/2026 | M | 8,750(6)(7) | A | $0 | 1,486,806 | I | By Spouse(8) | ||
| Common Stock | 02/27/2026 | F | 3,981(7)(9) | D | $275.64(3) | 1,482,825 | I | By Spouse(8) | ||
| Common Stock | 02/27/2026 | M | 26,250(7)(10) | A | $0 | 1,509,075 | I | By Spouse(8) | ||
| Common Stock | 02/27/2026 | F | 11,942(7)(11) | D | $275.64(3) | 1,497,133 | I | By Spouse(8) | ||
| Common Stock | 02/27/2026 | M | 5,725(7)(12) | A | $0 | 1,502,858 | I | By Spouse(8) | ||
| Common Stock | 02/27/2026 | F | 2,605(7)(13) | D | $275.64(3) | 1,500,253 | I | By Spouse(8) | ||
| Common Stock | 90,000 | I | By SMK Trust | |||||||
| Common Stock | 50,000 | I | By Krishnan Family Trust(14) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Performance Stock Units | (1) | 02/27/2026 | M | 22,500 | (1) | (1) | Common Stock | 22,500 | $0 | 0 | D | ||||
| Restricted Stock Units | (4) | 02/27/2026 | M | 4,000 | (4) | (4) | Common Stock | 4,000 | $0 | 12,000 | D | ||||
| Stock Option (Right to Buy) | $275.64 | 02/27/2026 | A | 18,100 | (15) | 02/26/2036 | Common Stock | 18,100 | $0 | 18,100 | D | ||||
| Restricted Stock Units | (16) | 02/27/2026 | A | 7,256 | (17) | (17) | Common Stock | 7,256 | $0 | 7,256 | D | ||||
| Performance Stock Units | (18) | 02/27/2026 | A | 43,536(19) | (20) | (21) | Common Stock | 43,536 | $0 | 43,536 | D | ||||
| Explanation of Responses: |
| 1. 45,000 performance stock units ("PSUs") were granted on February 29, 2024. Each PSU represented a contingent right to receive one share of the Company's common stock, subject to the achievement of certain performance criteria during the year ended December 31, 2024, as approved by the Company's Compensation Committee, and the Reporting Person's continued service to the Company on each applicable vesting date following such achievement. The PSUs vested ratably over a two-year period. All of the performance criteria were achieved and the remaining one-half of the PSUs granted, or 22,500 PSUs, vested on February 27, 2026. |
| 2. Represents the number of shares of common stock surrendered to the Company for tax withholding upon the vesting of 22,500 PSUs on February 27, 2026. |
| 3. The closing price on February 27, 2026 of the Company's common stock on the Nasdaq Global Select Market. |
| 4. 16,000 restricted stock units ("RSUs") were granted on February 28, 2025. Each RSU represents a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's continued service to the Company on each applicable vesting date. The RSUs vest ratably over a four-year period with the first installment, or 4,000 RSUs, vesting on February 27, 2026. |
| 5. Represents the number of shares of common stock surrendered to the Company for tax withholding upon the vesting of 4,000 RSUs on February 27, 2026. |
| 6. 35,000 restricted stock units ("RSUs") were granted on February 29, 2024, to the Reporting Person's spouse, Krish S. Krishnan. Each RSU represents a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's spouse continued service to the Company on each applicable vesting date. The RSUs vest ratably over a four-year period with the second installment, or 8,750 RSUs, vesting on February 27, 2026. |
| 7. These same shares are also being reported on a Form 4 by the Reporting Person's spouse, Krish S. Krishnan. |
| 8. Directly beneficially owned by Krish S. Krishnan, the spouse of the Reporting Person. |
| 9. Represents number of shares of common stock surrendered to the Company for tax withholding by the Reporting Person's spouse, Krish S. Krishnan, upon the vesting of 8,750 RSUs on February 27, 2026. |
| 10. 52,500 PSUs were granted on February 29, 2024, to the Reporting Person's spouse, Krish S. Krishnan. Each PSU represented a contingent right to receive one share of the Company's common stock, subject to the achievement of certain performance criteria during the year ended December 31, 2024, as approved by the Company's Compensation Committee, and the Reporting Person's spouse continued service to the Company on each applicable vesting date following such achievement. The PSUs vested ratably over a two-year period. All of the performance criteria were achieved and the remaining one-half of the PSUs granted, or 26,250 PSUs, vested on February 27, 2026. |
| 11. Represents number of shares of common stock surrendered to the Company for tax withholding by the Reporting Person's spouse, Krish S. Krishnan, upon the vesting of 26,250 PSUs on February 27, 2026. |
| 12. 22,900 restricted stock units ("RSUs") were granted on February 28, 2025, to the Reporting Person's spouse, Krish S. Krishnan. Each RSU represents a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's spouse continued service to the Company on each applicable vesting date. The RSUs vest ratably over a four-year period with the first installment, or 5,725 RSUs, vesting on February 27, 2026. |
| 13. Represents number of shares of common stock surrendered to the Company for tax withholding by the Reporting Person's spouse, Krish S. Krishnan, upon the vesting of 5,725 RSUs on February 27, 2026. |
| 14. Directly beneficially owned by the Krishnan Family Trust. The reporting person and her spouse are each joint beneficial owners of the trust with joint voting and investment control. |
| 15. The stock options vest in four equal annual installments beginning on February 27, 2027. |
| 16. Each RSU represents a contingent right to receive one share of the Company's common stock, subject to the Reporting Person's continued service to the Company on each applicable vesting date. |
| 17. The RSUs vest in four equal annual installments with the first installment vesting on February 27, 2027. |
| 18. Each PSU represents a contingent right to receive one share of the Company's common stock, subject to the achievement of certain performance criteria during the three year performance period, as approved by the Company's Compensation Committee, and the Reporting Person's continued service to the Company on the vesting date. |
| 19. The number of PSUs in this column represents the number of shares of common stock the Reporting Person will receive assuming achievement of all of the performance criteria set by the Company's Compensation Committee for this PSU award and full vesting of this PSU award. |
| 20. If any applicable portion of the performance criteria have been achieved, the PSU award shall cliff vest on February 27, 2029. |
| 21. If some or all of the performance criteria are not achieved, the applicable portion of the PSU award will be forfeited. |
| Remarks: |
| /s/ Suma M. Krishnan | 03/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||