Envoy Medical (COCH) CEO adds ESPP shares and reports large warrant, option holdings

Rhea-AI Filing Summary

Envoy Medical, Inc. Chief Executive Officer Brent T. Lucas reported an acquisition of 32,856 shares of Class A Common Stock at $0.599 per share. These shares were acquired under the company’s Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(d) and Rule 16b-3(c). Following this grant, he directly holds 329,946 common shares.

Lucas also reports significant derivative positions. He holds warrants covering 62,500 and 37,500 underlying shares at an exercise price of $0.40 per share, and additional warrants for 110,987 shares at $11.50 per share expiring on September 29, 2028. Certain warrants become exercisable only upon shareholder approval of the underlying share issuance, and Series A-1 and A-2 warrants can expire earlier upon specified FDA-related milestones for the Acclaim CI Device.

In stock options, Lucas holds rights to buy 200,000 shares at $0.53 per share expiring on February 5, 2036, and 879,749 shares at $2.40 per share expiring on October 15, 2033. Footnotes describe vesting schedules for option blocks of 659,811 and 219,938 shares starting on October 15, 2023, and for blocks of 50,000 and 150,000 shares starting on February 5, 2027, with monthly pro rata vesting thereafter.

Insights

Equity compensation analyst

CEO records routine ESPP share acquisition and discloses large outstanding options and warrants.

The filing shows Brent T. Lucas, CEO of Envoy Medical, acquiring 32,856 shares at $0.599 through the Employee Stock Purchase Plan. Footnotes state these transactions are exempt under Rule 16b-3(d) and Rule 16b-3(c), indicating a compensation-related, not open-market, event.

He reports substantial derivative exposure: multiple warrants at exercise prices of $0.40 and $11.50, and stock options at $0.53 and $2.40, with expirations ranging from 2028 to 2036. Some warrants require shareholder approval before exercise, and Series A-1/A-2 expirations are linked to FDA milestones for the Acclaim CI Device.

Overall, this Form 4 mainly updates holdings and derivative positions rather than signaling discretionary buying or selling. Future company filings may further detail progress toward the FDA-related triggers that affect the warrant expirations and exercisability.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Lucas Brent T.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	32,856	$0.599	$20K
holding	Stock Option (right to buy)	--	--	--
holding	Stock Option (right to buy)	--	--	--
holding	Warrant (right to buy)	--	--	--
holding	Warrant (right to buy)	--	--	--
holding	Warrant (right to buy)	--	--	--

Holdings After Transaction: Class A Common Stock — 329,946 shares (Direct, null); Stock Option (right to buy) — 879,749 shares (Direct, null); Warrant (right to buy) — 110,987 shares (Direct, null)

Footnotes (1)

1. These shares were acquired under the Envoy Medical, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). Options to purchase 659,811 shares vest on 10/15/2023, and 219,938 shares vest pro rata on the 15th of each month thereafter for 36 consecutive months. Options to purchase 50,000 shares vest on 2/5/2027, and 150,000 shares vest pro rata on the 5th of each month thereafter for 36 consecutive months. Fully exercisable. Exercisable upon shareholder approval of the issuance of shares of Class A Common Stock underlying the warrants. The Series A-1 Warrants expire on the earlier of (i) two years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has submitted a Premarket Approval Application to the Food and Drug Administration (FDA) for its Acclaim CI Device. The Series A-2 Warrants expire on the earlier of (i) five years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has received FDA approval for its Acclaim CI Device.

Key Figures

ESPP shares acquired: 32,856 shares at $0.599/share Common shares after transaction: 329,946 shares Low-price warrants: 62,500 and 37,500 shares at $0.40 +5 more

8 metrics

ESPP shares acquired 32,856 shares at $0.599/share Employee Stock Purchase Plan acquisition by CEO Brent T. Lucas

Common shares after transaction 329,946 shares Direct Class A Common Stock held by CEO after Form 4

Low-price warrants 62,500 and 37,500 shares at $0.40 Warrants on Class A Common Stock, direct ownership

Higher-strike warrants 110,987 shares at $11.50 Warrant expiring September 29, 2028

Stock options at $0.53 200,000 shares at $0.53 Option expiring February 5, 2036

Stock options at $2.40 879,749 shares at $2.40 Option expiring October 15, 2033

Option vesting block 1 659,811 shares vest 10/15/2023 Initial vesting date per footnote

Option vesting block 2 50,000 shares vest 2/5/2027 Initial vesting date per footnote

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c), Premarket Approval Application, +2 more

6 terms

Employee Stock Purchase Plan financial

"These shares were acquired under the Envoy Medical, Inc. Employee Stock Purchase Plan in transactions that were exempt"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(d) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

Premarket Approval Application medical

"the Company announces that it has submitted a Premarket Approval Application to the Food and Drug Administration"

A premarket approval application is a formal, data-packed request submitted to regulators to get permission to sell a high-risk medical device. It is like asking for a driver’s license for a complex product: the company must show clinical trial results, safety testing and manufacturing controls to prove the device works and won’t harm people. Investors watch these filings because approval unlocks revenue and sharply reduces the regulatory risk that can halt a product’s commercial launch.

FDA approval medical

"the Company announces that it has received FDA approval for its Acclaim CI Device"

FDA approval is the U.S. Food and Drug Administration’s formal authorization for a drug, vaccine, or medical device to be marketed and sold after reviewers determine it meets standards for safety and effectiveness. For investors it’s a pivotal milestone because it opens the door to legal, large-scale sales and can sharply boost revenue potential while reducing regulatory uncertainty—like receiving a safety certificate that lets a new bridge carry traffic and tolls.

Series A-1 Warrants financial

"The Series A-1 Warrants expire on the earlier of (i) two years from the initial exercise date"

Series A-1 warrants are tradable instruments that give their holder the right, but not the obligation, to buy a company’s shares at a preset price for a limited time; they are typically issued alongside a specific financing round labeled “Series A-1.” Think of them like a coupon that lets an investor buy stock at a locked-in price later — if the company’s share price rises above that price the coupon becomes valuable, otherwise it may expire worthless. For investors they matter because exercising warrants can increase potential upside while also diluting existing shareholders and affecting future ownership percentages and share value.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Lucas Brent T.

(Last) (First) (Middle)

C/O 4875 WHITE BEAR PARKWAY

(Street)

WHITE BEAR LAKE MINNESOTA 55110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Envoy Medical, Inc. [ COCH ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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
Class A Common Stock	05/29/2026		A(1)	V	32,856	A	$0.599	329,946	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
Stock Option (right to buy)	$2.4							(2)	10/15/2033	Class A Common Stock	879,749		879,749	D
Stock Option (right to buy)	$0.53							(3)	02/05/2036	Class A Common Stock	200,000		200,000	D
Warrant (right to buy)	$11.5							(4)	09/29/2028	Class A Common Stock	110,987		110,987	D
Warrant (right to buy)	$0.4							(5)	(6)	Class A Common Stock	37,500		37,500	D
Warrant (right to buy)	$0.4							(5)	(7)	Class A Common Stock	62,500		62,500	D

Explanation of Responses:

1. These shares were acquired under the Envoy Medical, Inc. Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. Options to purchase 659,811 shares vest on 10/15/2023, and 219,938 shares vest pro rata on the 15th of each month thereafter for 36 consecutive months.

3. Options to purchase 50,000 shares vest on 2/5/2027, and 150,000 shares vest pro rata on the 5th of each month thereafter for 36 consecutive months.

4. Fully exercisable.

5. Exercisable upon shareholder approval of the issuance of shares of Class A Common Stock underlying the warrants.

6. The Series A-1 Warrants expire on the earlier of (i) two years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has submitted a Premarket Approval Application to the Food and Drug Administration (FDA) for its Acclaim CI Device.

7. The Series A-2 Warrants expire on the earlier of (i) five years from the initial exercise date and (ii) 30 days after the date on which the Company announces that it has received FDA approval for its Acclaim CI Device.

	s/ Andrew Nick as Attorney-in-Fact for Brent Lucas pursuant to Power of Attorney previously filed.	06/03/2026
	** 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 Envoy Medical (COCH) CEO Brent Lucas acquire in this Form 4?

Brent T. Lucas acquired 32,856 shares of Envoy Medical Class A Common Stock at $0.599 per share. The shares were obtained through the company’s Employee Stock Purchase Plan as a compensation-related acquisition, not an open-market purchase, and are exempt under Rule 16b-3(d) and Rule 16b-3(c).

How many Envoy Medical (COCH) common shares does the CEO hold after this filing?

After the reported grant, CEO Brent T. Lucas directly holds 329,946 shares of Envoy Medical Class A Common Stock. This total reflects the newly acquired 32,856 shares under the Employee Stock Purchase Plan added to his previously reported direct common stock holdings.

What derivative securities linked to COCH stock does the CEO hold?

Brent T. Lucas holds several warrants and stock options tied to Envoy Medical Class A Common Stock, including warrants exercisable at $0.40 and $11.50 per share and options at $0.53 and $2.40 per share, with various expiration dates extending to February 5, 2036.

Are Envoy Medical CEO’s warrant exercises subject to any approvals or conditions?

Some warrants are exercisable only upon shareholder approval of the underlying Class A Common Stock issuance. Series A-1 and A-2 warrants can also expire earlier based on specific FDA milestones for Envoy Medical’s Acclaim CI Device, as described in the filing’s footnotes.

How do the Envoy Medical (COCH) CEO’s stock options vest over time?

Footnotes state options to purchase 659,811 shares vest on October 15, 2023, with 219,938 more vesting monthly over 36 months. Another block vests 50,000 shares on February 5, 2027, and 150,000 shares pro rata on the fifth of each month for 36 months.

Does this Envoy Medical Form 4 show any insider sales of COCH shares?

The Form 4 does not report any sales of Envoy Medical shares. It shows one acquisition of 32,856 common shares through the Employee Stock Purchase Plan and several entries updating warrant and stock option holdings without recorded buy or sell transactions.