Sec Form 4 Filing - Huff James Warren @ REATA PHARMACEUTICALS INC - 2023-07-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Huff James Warren 2. Issuer Name and Ticker or Trading Symbol REATA PHARMACEUTICALS INC [ RETA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 5320 LEGACY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2023 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A common stock 07/06/2023 A 11,656 ( 1 ) A $ 0 49,916 ( 2 ) D Class A common stock 07/06/2023 A 72,564 ( 3 ) A $ 0 122,480 D Class A common stock 10,398 ( 2 ) I By The 2021 JWH GRAT

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right-to-buy) $ 25.03 07/06/2023 A 275,436 ( 4 ) 09/29/2032 Class A common stock 275,436 $ 0 275,436 D Class B common stock ( 5 ) ( 5 ) ( 5 ) Class A common stock 212,903 212,903 D Employee Stock Option (right to buy) $ 11 ( 6 ) 05/25/2026 Class B common stock ( 5 ) 51,818 51,818 D Employee Stock Option (right to buy) $ 22.57 ( 7 ) 12/07/2026 Class B common stock ( 5 ) 99,950 99,950 D Employee Stock Option (right to buy) $ 24.75 ( 8 ) 12/06/2027 Class B common stock ( 5 ) 124,600 124,600 D Employee Stock Option (right to buy) $ 55.73 ( 9 ) 01/02/2029 Class B common stock ( 5 ) 57,250 57,250 D Employee Stock Option (right to buy) $ 55.73 ( 10 ) 01/02/2029 Class B common stock ( 5 ) 28,625 28,625 D Employee Stock Option (right to buy) $ 55.73 ( 11 ) 01/02/2029 Class B common stock ( 5 ) 28,625 28,625 D Employee Stock Option (right to buy) $ 207.2 ( 12 ) 01/02/2030 Class B common stock ( 5 ) 20,133 20,133 D Employee Stock Option (right to buy) $ 121.29 ( 13 ) 01/04/2031 Class A common stock 23,968 23,968 D Employee Stock Option (right-to-buy) $ 36.71 ( 14 ) 01/03/2033 Class A common stock 146,824 146,824 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huff James Warren 5320 LEGACY DRIVE PLANO, TX75024 X Chief Executive Officer Signatures /s/ Tracy Herson, attorney-in-fact 07/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares represent Restricted Stock Units granted with performance criteria (PSUs). On December 17, 2020, the reporting person was granted 11,656 PSUs. On July 6, 2023, based on certain performance criteria, the PSUs vested as to 2,914 shares, with the remainder vesting 1/12th on each subsequent 3 month anniversary, subject to continued service through each vesting date. ( 2 )Reflects the transfer of 2,102 shares of Class A common stock previously reported as indirectly held by The 2021 JWH GRAT to the Reporting Person directly. ( 3 )The shares represent Restricted Stock Units granted with performance criteria (PSUs). On September 29, 2022, the reporting person was granted 72,564 PSUs. On July 6, 2023, based on certain performance criteria, the PSUs are set to vest 1/12th each quarter beginning on October 6, 2023, subject to continued service through each vesting date. ( 4 )On September 29, 2022, the reporting person was granted an option to purchase 275,436 shares of Class A common stock subject to performance criteria. On July 6, 2023, based on certain performance criteria, the options are set to vest 1/12th each quarter beginning on October 6, 2023, subject to continued service through each vesting date. ( 5 )The Class B common stock is convertible into Class A common stock on a one-for-one basis at the holder's election at any time. The conversion right of the Class B common stock has no expiration date. ( 6 )The options vested in sixteen equal quarterly installments beginning on August 25, 2016. ( 7 )The options vested in twenty equal quarterly installments beginning on March 7, 2017. ( 8 )The options vested in sixteen equal quarterly installments beginning on March 6, 2018. ( 9 )The options vested in sixteen equal quarterly installments beginning on April 2, 2019. ( 10 )On October 14, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on January 14, 2020, subject to continued service through each vesting date. ( 11 )On November 11, 2019, based on the satisfaction of certain performance criteria, the option vested as to 7,156 shares and the option was set to vest as to 21,469 shares in twelve equal quarterly installments beginning on February 11, 2020, subject to continued service through each vesting date. ( 12 )The options vest in sixteen equal quarterly installments beginning on April 2, 2020, subject to continued service through each vesting date. ( 13 )The options vest in sixteen equal quarterly installments beginning on April 4, 2021, subject to continued service through each vesting date. ( 14 )The options vest 1/16th of each grant on March 6, May 15, August 15, and November 15 of each year, subject to continued service through each vesting date.

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