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Strata Critical Medical insider files Form 4: RSU grant and amendments

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Robert S. Wiesenthal, a director of Strata Critical Medical, Inc. (ticker: SRTA), reported a grant of 40,607 restricted stock units (RSUs) on 08/29/2025 that will be settled in common stock upon vesting. The RSUs are valued at $0 in the filing and 100% of these RSUs vest on the date of the company's 2026 Annual Meeting of Stockholders. The filing states the reporting person beneficially owns 5,275,662 shares following the reported transaction as direct ownership. The filing also discloses that, effective September 2, 2025, the issuer amended the terms of previously granted unvested RSUs totaling 886,886 and 33,591 units to add an additional performance-related vesting condition, and those units are no longer included in the beneficial ownership total until the performance condition is met. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Wiesenthal.

Positive

  • 40,607 RSU grant aligns director compensation with shareholder outcomes by vesting into common stock on the 2026 Annual Meeting date
  • Reported direct beneficial ownership of 5,275,662 shares provides transparency on insider holdings after the transaction

Negative

  • 886,886 and 33,591 previously unvested RSUs were amended to add performance-related vesting conditions and are removed from beneficial ownership until conditions are met
  • Material change to prior grants may delay or condition issuance of a large number of shares, altering near-term insider incentives

Insights

TL;DR: Director received 40,607 RSUs vesting at the 2026 annual meeting; previously granted RSUs were reconditioned to performance vesting.

The grant of 40,607 RSUs increases the director's pledged compensation alignment with shareholders pending the stated vesting date. The reported ownership of 5,275,662 shares reflects direct holdings after excluding sizable unvested grants that were amended to include performance criteria. From a capital-structure perspective, the change to the earlier RSUs reduces the near-term dilutive effect reflected in beneficial ownership until performance conditions are satisfied. No cash transaction or option exercise is reported.

TL;DR: Board-approved amendment adds performance conditions to substantial prior RSU grants, altering near-term insider alignment and reporting.

Adding an additional performance-related vesting condition to previously granted unvested RSUs (886,886 and 33,591 units) is a meaningful governance action because it changes the circumstances under which those shares become beneficially owned and may affect director incentives. The amendment reduced the reporting of beneficial ownership by excluding those units until performance is achieved. The new 40,607 RSU grant vests 100% at the 2026 Annual Meeting, which is a clear time-based incentive. Monitor vesting outcomes against disclosed performance metrics when reported.

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*
WIESENTHAL ROBERT S

(Last) (First) (Middle)
C/O STRATA CRITICAL MEDICAL, INC.
31 HUDSON YARDS, 14TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Strata Critical Medical, Inc. [ SRTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025
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
Class A common stock, $0.0001 par value per share 08/29/2025 A 40,607(1) A $0 5,275,662(2) 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. Represents a grant of Restricted Stock Units ("RSUs"), which will be settled in shares of the Issuer's common stock upon vesting. 100% of the RSUs will become vested on the date of the Issuer's 2026 Annual Meeting of Stockholders.
2. Effective as of September 2, 2025, the terms of 886,886 unvested RSUs granted to the Reporting Person by the Issuer on November 9, 2022 and originally reported by the Reporting Person in Table I of a Form 4 filed on November 14, 2022 and 33,591 unvested RSUs granted to the Reporting Person by the Issuer on December 16, 2021 and originally reported by the Reporting Person in Table I of a Form 4 on December 20, 2021, were amended by the Issuer's board of directors to make them subject to an additional performance-related vesting condition. As a result of such amendment, the shares of the Issuer's common stock underlying such unvested RSUs will no longer be included in the securities beneficially owned by the Reporting Person as reflected in column 5 of Table I. Upon satisfaction of the relevant performance-related vesting condition, the Reporting Person will again report the acquisition of such shares on a Form 4.
Remarks:
/s/ Melissa M. Tomkiel, Attorney-in-fact for Robert S. Wiesenthal 09/03/2025
** 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.
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.

FAQ

What transaction did Robert S. Wiesenthal report on Form 4 for SRTA?

The filing reports a grant of 40,607 restricted stock units (RSUs) on 08/29/2025, with 100% vesting on the date of the Issuer's 2026 Annual Meeting of Stockholders.

How many shares does Mr. Wiesenthal beneficially own after the reported transaction?

The Form 4 reports 5,275,662 shares beneficially owned following the reported transaction, held in direct form.

Were any previously granted RSUs changed in the filing?

Yes. Effective September 2, 2025, the terms of 886,886 unvested RSUs (granted November 9, 2022) and 33,591 unvested RSUs (granted December 16, 2021) were amended to include an additional performance-related vesting condition.

Do the amended RSUs count toward his reported beneficial ownership?

No. As a result of the amendment, those unvested RSUs are no longer included in the securities beneficially owned by the reporting person as reflected in column 5 of Table I.

Who signed the Form 4 on behalf of Mr. Wiesenthal and when?

The Form 4 was signed by Melissa M. Tomkiel, Attorney-in-fact for Robert S. Wiesenthal on 09/03/2025.
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