Cerus (CERS) COO records 10b5-1 tax sale and 80,320-share grant

Rhea-AI Filing Summary

Cerus Corp Chief Operating Officer Vivek K. Jayaraman reported both a stock grant and a tax-related sale of common shares. On March 5, 2026, he acquired 80,320 shares of common stock as a grant or award, increasing his direct holdings to 1,946,968 shares.

On March 6, 2026, he executed an open-market Rule 10b5-1 sale of 34,094 shares at a weighted average price of $2.0055 per share to cover statutory tax withholding obligations and related brokerage fees, a non-discretionary transaction that left him with 1,912,874 directly held shares.

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

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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).

X

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^*

Jayaraman Vivek K

(Last) (First) (Middle)

C/O CERUS CORPORATION

1220 CONCORD AVE SUITE 600

(Street)

CONCORD CA 94520

(City) (State) (Zip)

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

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)
03/05/2026

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	03/05/2026		A		80,320	A	$0.00	1,946,968	D
Common Stock	03/06/2026		S(1)		34,094	D	$2.0055(2)	1,912,874	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 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 a block trade 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 pursuant to such block trade.

	Vivek K. Jayaraman, by Chrystal N. Jensen, attorney-in-fact	03/09/2026
	** 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).
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FAQ

What insider transactions did Cerus (CERS) report for COO Vivek Jayaraman?

Cerus COO Vivek K. Jayaraman reported two Form 4 transactions: an 80,320-share stock grant on March 5, 2026, and a 34,094-share open-market sale on March 6, 2026, executed under a Rule 10b5-1 plan to cover tax withholding.

How many Cerus (CERS) shares did the COO sell and at what price?

He sold 34,094 shares of Cerus common stock at a weighted average price of $2.0055 per share. The sale was executed in a block trade under a Rule 10b5-1 instruction specifically to satisfy statutory tax withholding and related brokerage fees.

Was the Cerus COO’s Form 4 sale a discretionary transaction?

No. Footnotes state the 34,094-share sale was made under a pre-established Rule 10b5-1 instruction elected at grant solely to cover statutory tax withholding obligations and brokerage fees, and does not represent a discretionary sale by the reporting person.

What stock grant did Cerus (CERS) award to its COO in this filing?

On March 5, 2026, Cerus granted COO Vivek K. Jayaraman 80,320 shares of common stock at a reported price per share of $0.0000. The Form 4 characterizes this transaction as a grant, award, or other acquisition of non-derivative common stock.

How many Cerus (CERS) shares does the COO hold after these transactions?

After the March 6, 2026 tax-related sale, COO Vivek K. Jayaraman directly holds 1,912,874 shares of Cerus common stock. This reflects the 80,320-share grant on March 5, 2026 and the subsequent 34,094-share Rule 10b5-1 sale.

What is the significance of Rule 10b5-1 in the Cerus COO sale?

The filing explains that the 34,094-share sale was executed under a pre-arranged Rule 10b5-1 instruction chosen at the time of grant. It was designed to automatically sell shares to cover statutory tax withholding and brokerage fees, limiting discretionary timing.