[Form 4] AtriCure, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nuwellis, Inc. (NASDAQ: NUWE) has filed an 8-K detailing two material corporate actions:

1. Leadership change (Item 5.02): The Board appointed long-time director and chairman John L. Erb (age 76) as permanent Chief Executive Officer and President effective 27 Jun 2025. His 12-month employment agreement provides:

• Annual base salary: $431,097 (effective 20 May 2025, subject to annual review)
• Target annual bonus: 65 % of base salary
• Equity grant: 115,329 stock options vesting monthly over 12 months under the 2017 Equity Incentive Plan

Mr. Erb will continue to serve as Chairman of the Board. No related-party transactions or family relationships were disclosed.

2. Reverse stock split (Item 5.03 / 3.03): Following prior shareholder approval, the Board approved a 1-for-42 reverse split of issued and outstanding common shares. Key details:

• Effective time: 5:00 p.m. ET, 3 Jul 2025; split-adjusted trading begins 7 Jul 2025
• No change to par value; proportional adjustment to all equity-linked securities and plan reserves
• Fractional shares: rounded down; cash paid at last pre-split Nasdaq close
• Ticker unchanged (NUWE); new CUSIP: 67113Y702; Equiniti Trust Company will act as exchange agent

The Certificate of Amendment was filed 2 Jul 2025 with the Delaware Secretary of State.

The filing also lists Exhibits 3.1 (Certificate of Amendment) and 10.1 (Employment Agreement).

Positive

• Appointment of seasoned leader: John L. Erb’s re-instatement as CEO adds proven industry and company-specific expertise, promoting strategic continuity.
• Listing compliance step: Reverse split positions NUWE to meet Nasdaq minimum-bid requirements, reducing near-term delisting risk.

Negative

• Large 1-for-42 reverse split: Indicates prolonged share-price weakness and may reduce post-split liquidity, potentially pressuring valuation.
• Short CEO contract term: 12-month agreement may raise questions about long-term leadership stability.

Insights

Corporate Governance Expert

TL;DR: Veteran CEO re-appointed; large reverse split resets share structure—mixed governance impact.

Leadership: Elevating John L. Erb from interim to permanent CEO provides continuity and deep sector expertise, reducing execution risk during strategic initiatives. His compensation package is in line with micro-cap med-tech peers and vests monthly, aligning interests over the one-year term.
Equity Structure: The 1-for-42 reverse split is sizable and generally undertaken to regain Nasdaq minimum-bid compliance. While mechanically value-neutral, it often precedes higher volatility and may narrow retail liquidity. Proportional option adjustments preserve employee incentives.
Governance quality: No related-party issues were identified; disclosure appears comprehensive. Overall impact: neutral to slightly positive—leadership stability offsets market-perception risk of split.

Sell-Side Equity Analyst

TL;DR: CEO stability positive; reverse split signals price pressure but avoids delisting — net neutral.

The permanent appointment of Mr. Erb, with prior CEO tenure (2015-2021) and extensive med-tech experience, should reassure investors concerned about strategic direction. Compensation is modest relative to industry averages, limiting near-term cash burn.
Conversely, the 1-for-42 split underscores sustained share-price weakness. Although required to maintain Nasdaq listing, such large ratios can precede further declines as post-split liquidity tightens. Investors should monitor bid-price compliance and forthcoming operational updates to gauge lasting benefit.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Seith Douglas J

(Last) (First) (Middle)

7555 INNOVATION WAY

(Street)

MASON OH 45040-9695

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AtriCure, Inc. [ ATRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/30/2025		A		550(1)	A	$25.84(2)	184,113	D

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 (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

Explanation of Responses:

1. Shares acquired pursuant to the AtriCure, Inc. 2018 Employee Stock Purchase Plan for the period ended June 30, 2025.

2. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on January 2, 2025, which is the first trading day of the applicable offering period. The closing price on January 2, 2025 was $30.40.

Remarks:

	/s/ Allison Walker as Attorney-in-fact for Douglas J. Seith	07/02/2025
	** 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.
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FAQ

Why did Nuwellis (NUWE) approve a 1-for-42 reverse stock split?

To raise the per-share price and align with Nasdaq’s minimum-bid rules; every 42 shares will convert into one share effective 3 Jul 2025.

When will NUWE trade on a split-adjusted basis?

Trading on a split-adjusted basis begins 7 Jul 2025, the first market day after the 1-for-42 reverse split becomes effective.

What is John L. Erb’s compensation as the new CEO of Nuwellis?

He will receive a $431,097 base salary, a bonus opportunity equal to 65 % of salary, and 115,329 stock options vesting monthly.

Will NUWE’s ticker or CUSIP change after the reverse split?

The ticker remains NUWE; the new CUSIP will be 67113Y702 post-split.

How will fractional shares be handled in the reverse split?

Fractions will be rounded down to the nearest whole share, with cash paid based on the last pre-split closing price.

Does John L. Erb have any related-party conflicts at Nuwellis?

The 8-K states that no family relationships or related-party transactions exist under Item 404(a) requirements.