[Form 4] Cytosorbents Corp. Insider Trading Activity

Rhea-AI Filing Summary

CytoSorbents director Edward R. Jones reported a change in beneficial ownership showing a disposition of 88,834 shares of Common Stock on 08/08/2025. The filing states that the 88,834 shares comprise 69,300 Restricted Stock Units (grants from 2015, 2016, 2017 and 2018 that vest on a defined "Change In Control") and 19,534 shares owned outright by the reporting person. The filing also shows an acquisition of 22,000 stock options granted under the company plan with a $1 exercise price; those options vest in four equal quarterly installments over one year following grant and appear to expire on 08/08/2035. The Form 4 was submitted as a single reporting person filing and includes a Power of Attorney exhibit.

Positive

• Option grant: Reporting person acquired 22,000 stock options at a $1 exercise price with vesting in four equal quarterly installments over one year and expiration on 08/08/2035.
• Transparency: Filing discloses composition of disposed shares, including specific RSU grant counts and grant dates.

Negative

• Disposition: Reporting person disposed of 88,834 shares of Common Stock on 08/08/2025.
• RSU contingent on Change In Control: 69,300 of the disclosed units vest only upon a defined Change In Control, indicating conditional value realization.

Insights

Financial Analyst

TL;DR: Director reported a large disposition of 88,834 shares and received 22,000 options at $1 with one-year vesting.

The reported disposal of 88,834 common shares is material at a transactional level and is notable because a significant portion (69,300 shares) are RSUs tied to a "Change In Control." Separately, the grant of 22,000 stock options at a $1 strike that vest quarterly over one year aligns management incentives with future stock performance; expiration is listed as 08/08/2035. Absent company-wide context or relative ownership percentages, the net impact on shareholder value is ambiguous, so this filing is best viewed as a routine insider transaction with mixed signals.

Corporate Governance Expert

TL;DR: Insider action mixes a sizeable disposal (including change-in-control RSUs) with a time‑based option grant; governance implications are mixed.

The disclosure that 69,300 RSUs vest only upon a defined Change In Control and that 19,534 shares were owned outright clarifies the composition of the 88,834-share disposition. The contemporaneous grant of 22,000 options with one-year vesting suggests continued alignment incentives for the reporting person. From a governance perspective, the form is transparent about grant structure and vesting conditions; however, without proportional ownership data or company context this remains an informational disclosure rather than a materially decisive governance event.

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
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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^*

Jones Edward Raymond

(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)

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

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								88,834(1)	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		22,000		(2)	08/08/2035	Common Stock	22,000	$0	22,000	D

Explanation of Responses:

1. Includes: (i) the following Restricted Stock Units ("RSUs") that will be settled into Common Stock vesting upon a "Change In Control" of the Company as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan: (a) 55,000 RSUs granted on April 8, 2015, (b) 5,000 RSUs granted on June 7, 2016, (c) 6,000 RSUs granted on February 24, 2017 and (d) 3,300 RSUs granted on March 15, 2018; and (ii) 19,534 shares of Common Stock owned by the reporting person.

2. The stock options were granted pursuant to the Plan. The shares underlying the stock options will vest in four (4) equal quarterly installments over a period of one year following the date of grant, subject to the reporting person's continued service as of the applicable vesting date.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Peter J. Mariani attorney-in-fact Edward R. Jones	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).
** 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.
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FAQ

What insider transaction did Edward R. Jones report for CTSO?

The Form 4 shows a disposition of 88,834 shares on 08/08/2025 and the acquisition of 22,000 stock options at a $1 exercise price.

What comprised the 88,834 shares disposed of in the CTSO Form 4?

The filing states the 88,834 consists of 69,300 RSUs (grants from 04/08/2015, 06/07/2016, 02/24/2017, 03/15/2018 that vest on a Change In Control) and 19,534 owned shares.

What are the terms of the stock options reported on the Form 4 for CTSO?

The report shows 22,000 options with a $1 exercise price, vesting in four equal quarterly installments over one year and expiring on 08/08/2035.

What is Edward R. Jones' role at CytoSorbents as stated on the filing?

The Form 4 identifies the reporting person as a Director of CytoSorbents Corporation (CTSO).

Was the Form 4 filed individually or jointly for this CTSO disclosure?

The filing indicates the Form was filed by one reporting person.