[Form 4] Cytosorbents Corp. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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

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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).

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^*

MARIANI PETER J

(Last) (First) (Middle)

C/O CYTOSORBENTS CORPORATION

305 COLLEGE ROAD EAST

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cytosorbents Corp [ CTSO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		A		71,500(1)	A	$0	538,113(2)(3)(4)(5)	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)	$1	08/08/2025		A		90,000		(6)	08/08/2035	Common Stock	90,000	$0	90,000	D

Explanation of Responses:

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.

2. 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;

3. (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;

4. (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

5. (continued from footnote 4) (d) 116,613 shares of Common Stock owned by the Reporting Person.

6. 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.

	/s/ Peter J. Mariani	08/08/2025
	** 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).
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FAQ

What did CTSO CFO Peter J. Mariani acquire on 08/08/2025?

The filing reports acquisition of 71,500 Common Stock shares represented by RSUs at a price of $0 and a grant of 90,000 stock options at a $1 exercise price.

How many shares does Peter J. Mariani beneficially own after the reported transactions?

The Form 4 lists 538,113 shares of Common Stock beneficially owned following the reported transaction(s).

Are there additional RSUs or stock awards disclosed for the reporting person?

Yes. Footnotes disclose RSU tranches of 110,000, 65,000, and 175,000, plus 116,613 shares owned by the reporting person, each subject to specified vesting conditions.

What vesting or settlement conditions are noted for the RSUs and options?

RSUs generally vest in equal parts on first and second anniversaries or upon a specified "Change In Control" date; options vest as to one-half on the first anniversary, one-fourth on the second, and one-fourth on the third anniversary per the filing footnotes.

What is the filing date or transaction date shown on the Form 4 for CTSO?

The transaction and signature date shown in the filing is 08/08/2025.