Cytosorbents (CTSO) Form 4: Mariani Reports RSUs and Options
Rhea-AI Filing Summary
Peter J. Mariani, Chief Financial Officer of Cytosorbents Corp. (CTSO), reported insider awards and holdings dated 08/08/2025. The filing shows an acquisition of 71,500 shares of Common Stock represented by restricted stock units (RSUs) at a reported price of $0. The report also discloses a grant of 90,000 stock options with an exercise/conversion price of $1 and an expiration reference of 08/08/2035. Option vesting is described in the filing.
The filing lists total common stock beneficially owned following the reported transaction as 538,113 shares and details additional RSU awards: 110,000, 65,000, and 175,000 subject to various vesting conditions, plus 116,613 shares owned by the reporting person. Vesting schedules for the RSUs and the options are specified in the footnotes.
Positive
- Reported acquisition of 71,500 RSUs at a stated price of $0, disclosed on 08/08/2025
- Grant of 90,000 stock options with an exercise/conversion price of $1 and detailed vesting schedule
- Clear disclosure of beneficial ownership following the transaction: 538,113 shares plus specified RSU tranches (110,000; 65,000; 175,000) and 116,613 owned shares
Negative
- None.
Insights
TL;DR: CFO received RSUs and options on 08/08/2025; holdings and vesting schedules are disclosed, with modest potential dilution.
The Form 4 shows a non-cash award of 71,500 RSUs and a grant of 90,000 stock options at a $1 exercise price. The filing also reports 538,113 shares beneficially owned after the transaction and several additional RSU tranches (110,000; 65,000; 175,000) with multi-year vesting and change-in-control settlement provisions for some awards. From a capital-structure perspective, these awards are standard executive compensation disclosures; the filing provides clear vesting timelines but does not quantify potential dilution as a percentage of outstanding shares.
TL;DR: Disclosure is complete on grant amounts and vesting conditions; employment agreement change-in-control provisions are noted.
The footnotes specify that certain RSUs accelerate on a defined "Change In Control" or vest on anniversary schedules, and the options vest in staged tranches (one-half, one-fourth, one-fourth). The reporting person is identified as CFO and the Form 4 is individually filed. The filing documents standard governance elements: service-based vesting and specific settlement triggers; no amendments or unusual governance actions are disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (Right to Buy) | 90,000 | $0.00 | -- |
| Grant/Award | Common Stock | 71,500 | $0.00 | -- |
Footnotes (1)
- These shares represent restricted stock units ("RSUs") which shall vest in equal parts at the first and second year anniversaries of the date of grant, subject to the reporting person's continued service as of the applicable vesting date. Includes (a) 110,000 restricted stock units ("RSUs"), which will be settled into the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon vesting upon the earlier of (i) a "Change In Control" of the Issuer, as defined in the Reporting Person's employment agreement (the "Employment Agreement"), or (ii) the fourth anniversary from the date of grant, or August 14, 2028, subject to the Reporting Person's continued service as of the applicable vesting date; (continued from footnote 2) (b) 65,000 RSUs, which shall vest as to one-half of the award on each of the first and second anniversaries of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date and will be settled into Common Stock upon vesting; (continued from footnote 3) (c) 175,000 RSUs, which will be settled into Common Stock upon a "Change In Control" of the Issuer, as defined in the Reporting Person's Employment Agreement, subject to the Reporting Person's continued service as of the applicable vesting date; and (continued from footnote 4) (d) 116,613 shares of Common Stock owned by the Reporting Person. These stock options were granted pursuant to the Plan. The shares underlying these stock options vest as to one-half of the award on the first year anniversary of the date of grant, one-fourth of the award on the second year anniversary of the date of grant, and one-fourth of the award on the third year anniversary of the date of grant, subject to the reporting person's continued service as of the applicable vesting date.
