Cerus (CERS) COO granted RSUs, performance rights and sells shares

Rhea-AI Filing Summary

Cerus Corp Chief Operating Officer Vivek K. Jayaraman reported a mix of equity grants and a tax-related share sale. He received 554,529 shares of common stock as an equity award and 369,686 performance rights, each tied to one share of common stock.

The common stock award vests in two annual installments, with 33% vesting on July 1, 2027 and 67% on July 1, 2028, contingent on continued service. The performance rights vest only if Cerus stock reaches a specified price per share.

On June 30, 2026, he sold 42,359 shares of common stock at a weighted average price of $2.9429 per share under a pre-set Rule 10b5-1 instruction to cover statutory tax withholding and brokerage fees, described as non-discretionary. After these transactions, he directly holds 2,248,877 common shares and 369,686 performance rights.

Insider Trade Summary 10b5-1

Net Seller: 42,359 shares ($124,658)

Net Sell 4 txns

Insider Jayaraman Vivek K

Role Chief Operating Officer

Sold 42,359 shs ($125K)

Type	Security	Shares	Price	Value
Grant/Award	Performance Rights	369,686	$0.00	--
Grant/Award	Common Stock	554,529	$0.00	--
Grant/Award	Common Stock	80,000	$0.00	--
Sale	Common Stock	42,359	$2.9429	$125K

Holdings After Transaction: Performance Rights — 369,686 shares (Direct, null); Common Stock — 2,248,877 shares (Direct, null)

Footnotes (1)

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. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs vest in two annual installments with 33% of the grant vesting on July 1, 2027, and 67% of the grant vesting on July 1, 2028, subject to the Reporting Person's continuous service to the Issuer through such vesting date. Each performance right represents a contingent right to receive one share of Cerus common stock. The performance rights vest upon Cerus common stock achieving a specified price per share.

Key Figures

Common stock award: 554,529 shares Performance rights granted: 369,686 rights Tax-related share sale: 42,359 shares at $2.9429/share +2 more

5 metrics

Common stock award 554,529 shares Equity grant to COO on July 1, 2026

Performance rights granted 369,686 rights Each right contingently equals one common share

Tax-related share sale 42,359 shares at $2.9429/share Sale on June 30, 2026 to cover withholding and fees

Post-transaction common shares 2,248,877 shares Direct holdings after reported transactions

Performance rights outstanding 369,686 rights Derivative holdings following transaction

Key Terms

Rule 10b5-1, restricted stock units, performance rights, statutory tax withholding obligations, +1 more

5 terms

Rule 10b5-1 regulatory

"Represents shares sold pursuant to an instruction intended to comply with the requirement of Rule 10b5-1"

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 a discretionary sale"

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.

performance rights financial

"Each performance right represents a contingent right to receive one share of Cerus common stock"

Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.

statutory tax withholding obligations financial

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

weighted average sales price financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:18 PM Accepted by SEC EDGAR 07/02/2026 - 07:18 PM Learn about SEC filing dates

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).

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 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		A		80,000	D	$0.00	1,736,707	D
Common Stock	06/30/2026		S		42,359(1)	D	$2.9429(2)	1,694,348	D
Common Stock	07/01/2026		A		554,529(3)	A	$0.00	2,248,877	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
Performance Rights	(4)	07/01/2026		A		369,686		(4)	07/01/2029	Common Stock	369,686	$0	369,686	D

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.

3. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs vest in two annual installments with 33% of the grant vesting on July 1, 2027, and 67% of the grant vesting on July 1, 2028, subject to the Reporting Person's continuous service to the Issuer through such vesting date.

4. Each performance right represents a contingent right to receive one share of Cerus common stock. The performance rights vest upon Cerus common stock achieving a specified price per share.

	Vivek K. Jayaraman, 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)

FAQ

What did Cerus (CERS) COO Vivek Jayaraman report in this Form 4?

He reported new equity awards and a related share sale. Grants included common stock and performance rights, plus a non-discretionary sale of shares to cover tax withholding, leaving over two million shares held directly afterward.

How many Cerus shares and awards did the COO receive on July 1, 2026?

On July 1, he received 554,529 shares of common stock and 369,686 performance rights. Each performance right represents a contingent right to one Cerus common share, subject to achieving a specified stock price performance condition.

What are the vesting terms for the Cerus COO’s new RSU-style stock award?

The common stock award vests in two installments. 33% vests on July 1, 2027, and 67% vests on July 1, 2028, provided Vivek Jayaraman remains in continuous service with Cerus through each vesting date.

How do Cerus performance rights granted to the COO vest?

Each performance right gives a contingent right to one Cerus common share. These performance rights vest only if Cerus common stock reaches a specified price per share, tying the award’s realization directly to share price performance targets.

Was the Cerus COO’s June 30, 2026 CERS share sale discretionary?

The 42,359-share sale was not discretionary. It was executed under an instruction intended to comply with Rule 10b5-1 to cover statutory tax withholding obligations and brokerage fees tied to vesting restricted stock units.

How many Cerus shares does COO Vivek Jayaraman hold after these transactions?

After the reported transactions, he directly holds 2,248,877 shares of Cerus common stock, plus 369,686 performance rights. These figures show his remaining equity stake following the tax-related sale and the new equity grants.