Were the CERUS CEO’s reported share sales discretionary or pre-planned?

The reported share sales were not discretionary. A footnote states they were executed pursuant to an instruction intended to comply with Rule 10b5-1 to cover statutory tax withholding obligations and related brokerage fees arising from the vesting of restricted stock units.

CERUS (CERS) CEO Greenman logs tax-related share sale and 192,500-share grant

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

CERUS CORP President and CEO William Mariner Greenman reported a mix of tax-related sales and equity compensation grants in company stock. He sold 101,919 shares of common stock at a weighted average price of $2.94 per share under a pre-arranged Rule 10b5-1 instruction to cover statutory tax withholding and brokerage fees tied to vesting restricted stock units, which the disclosure notes was not a discretionary sale. He also received a grant or award of 192,500 shares of common stock at no cost. Following these transactions, he directly holds 5,154,955 shares of CERUS common stock.

Insights

CERUS CEO reports routine tax sale plus stock grant, retaining a large stake.

The CEO, William Mariner Greenman, sold 101,919 CERUS shares at a weighted average of $2.94 per share. A footnote explains this sale was executed under a Rule 10b5-1 instruction solely to cover statutory tax withholding and brokerage fees from vesting restricted stock units.

He simultaneously acquired 192,500 shares via a grant at $0.00 per share, increasing his direct ownership to 5,154,955 shares. The net effect is a modest increase in share count, with the sale characterized as non-discretionary and tax-driven, suggesting a routine compensation-related event rather than an active change in market view.

Insider Trade Summary 10b5-1

Net Seller: 101,919 shares ($299,937)

Net Sell 2 txns

Insider Greenman William Mariner

Role President and CEO

Sold 101,919 shs ($300K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	192,500	$0.00	--
Sale	Common Stock	101,919	$2.9429	$300K

Holdings After Transaction: Common Stock — 5,154,955 shares (Direct, null)

Footnotes (1)

Represents shares sold pursuant to an instruction intended to comply with the requirement of Rule 10b5-1 that was elected by the Reporting Person on the date of grant to cover statutory tax withholding obligations and corresponding brokerage fees in connection with the vesting of certain restricted stock units and does not represent a discretionary sale by the reporting person. Represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.84 to $3.03 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range set forth.

Key Figures

Shares sold: 101,919 shares Weighted average sale price: $2.94 per share Shares granted: 192,500 shares +1 more

4 metrics

Shares sold 101,919 shares Open-market sale on 2026-06-30 to cover taxes and fees

Weighted average sale price $2.94 per share Multiple transactions between $2.84 and $3.03 per share

Shares granted 192,500 shares Equity grant/award at $0.00 per share

Shares owned after transactions 5,154,955 shares Direct ownership after sale and grant

Key Terms

Rule 10b5-1, restricted stock units, weighted average sales price, statutory tax withholding obligations

4 terms

Rule 10b5-1 regulatory

"instruction intended to comply with the requirement of Rule 10b5-1 that was elected"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"in connection with the vesting of certain restricted stock units and does not represent"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sales price financial

"Represents a weighted average sales price. These shares were sold in multiple"

statutory tax withholding obligations financial

"to cover statutory tax withholding obligations and corresponding brokerage fees in connection"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:14 PM Accepted by SEC EDGAR 07/02/2026 - 07:13 PM

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^*

Greenman William Mariner

(Last)

(First)

(Middle)

C/O CERUS CORPORATION

1220 CONCORD AVE SUITE 600

(Street)

CONCORD

CALIFORNIA

94520

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CERUS CORP [ CERS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		A		192,500	D	$0.00	5,154,955	D
Common Stock	06/30/2026		S		101,919⁽¹⁾	D	$2.9429⁽²⁾	5,053,036	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares sold pursuant to an instruction intended to comply with the requirement of Rule 10b5-1 that was elected by the Reporting Person on the date of grant to cover statutory tax withholding obligations and corresponding brokerage fees in connection with the vesting of certain restricted stock units and does not represent a discretionary sale by the reporting person.

2. Represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.84 to $3.03 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the aforementioned range set forth.

	William M. Greenman, by Chrystal N. Jensen, attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CERUS (CERS) CEO William Greenman report?

William Greenman reported selling 101,919 shares of CERUS common stock and receiving a grant of 192,500 shares. The sale covered tax withholding and brokerage fees tied to restricted stock unit vesting, while the grant was an equity compensation award at no cost.

At what price did the CERUS CEO’s Form 4 report shares were sold?

The Form 4 reports a weighted average sales price of about $2.94 per share. A footnote notes multiple transactions occurred between $2.84 and $3.03 per share, and full pricing details are available upon request from the company, shareholders, or SEC staff.

How many CERUS shares does CEO William Greenman hold after these transactions?

After the reported sale and grant, William Greenman directly holds 5,154,955 shares of CERUS common stock. This figure reflects his updated ownership position following the 101,919-share tax-related sale and the 192,500-share equity award reported in the Form 4 filing.

What type of acquisition did the CERUS CEO report on the Form 4?

He reported an acquisition coded as a grant or award of 192,500 CERUS common shares at a price of $0.00 per share. This represents equity compensation rather than an open-market purchase and increased his direct ownership stake in the company’s common stock.

What does the Rule 10b5-1 reference mean in the CERUS CEO’s Form 4?

The Rule 10b5-1 reference indicates the sales followed a pre-established trading instruction set on the grant date. This arrangement is intended to comply with insider trading rules and, in this case, was used specifically to cover tax withholding and brokerage costs from restricted stock unit vesting.