Cytosorbents (CTSO) officer Capponi receives equity awards, boosting holdings

Rhea-AI Filing Summary

Insider equity awards and holdings reported for Cytosorbents (CTSO). Officer Vincent Capponi was granted 89,100 restricted stock units (RSUs) and a stock option award for 111,100 shares on 08/08/2025. The RSUs vest in equal parts at the first and second anniversaries of the grant and certain RSUs will settle into common stock upon a defined Change in Control. The stock options vest over three years (one-half at year one, one-fourth at year two, one-fourth at year three) and have a stated exercise price of $1 with an expiration in 2035.

Following these reported transactions and the listed previously outstanding awards and shares, the reporting person’s beneficial ownership is shown as 766,268 shares of common stock (direct).

Positive

• Reported grants are fully disclosed with explicit vesting schedules and exercise price, improving transparency for investors.
• Significant insider stake: Reporting person’s direct beneficial ownership is stated as 766,268 shares, combining vested shares and outstanding awards.
• Change-in-control provisions disclosed: Certain RSUs will settle into common stock upon a defined Change in Control, clarifying treatment of awards in such events.

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer equity awards increase disclosed insider holdings but represent standard compensation vesting schedules; impact is informational, not a transaction-based purchase signal.

The Form 4 documents grants of 89,100 RSUs and options covering 111,100 shares to Vincent Capponi, with explicit vesting schedules and an exercise price of $1 for the options. The RSUs include tranches that convert on vesting and certain RSUs that accelerate on a defined Change in Control. The disclosures show total direct beneficial ownership of 766,268 shares after accounting for outstanding RSUs and prior holdings. For investors, this is a routine compensation disclosure that clarifies potential future share issuance timing but does not itself provide revenue, earnings, or operational information.

Corporate Governance Expert

TL;DR: Grants follow multi-year vesting and include change-in-control settlement provisions; governance disclosure is complete and shows ownership concentration.

The filing specifies vesting mechanics: RSUs vest in equal parts at the first and second anniversaries of grant and certain historical RSUs accelerate on a defined Change in Control. Options vest one-half after one year, one-fourth after year two, and one-fourth after year three, with an expiration date in 2035. The Form also itemizes previously granted RSU tranches that may settle upon a Change in Control and discloses 429,668 shares already owned by the reporting person. The filing provides clear, itemized information relevant to compensation oversight and potential future share issuance.

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

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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^*

Capponi Vincent

(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)
	President and COO

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		89,100(1)	A	$0	766,268(2)(3)(4)	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		111,100		(5)	08/08/2035	Common Stock	111,100	$0	111,100	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: (i) the following RSUs that will be settled into Common Stock upon vesting upon a "Change In Control" of the Company as defined in the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the "Plan"): (a) 10,100 RSUs granted on March 15, 2018, (b) 17,900 RSUs granted on February 24, 2017, (c) 54,000 RSUs granted on June 7, 2016 and (d) 125,000 RSUs granted on April 8, 2015;

3. (continued from footnote 2) (ii) the following RSUs, which vest in equal parts on the first year anniversary of the date of grant and the second year anniversary of the date of grant, subject to the Reporting Person's continued service as of the applicable vesting date, and will settle into shares of Common Stock of the Company upon vesting: 81,000 RSUs granted on April 2, 2024 and of which 40,500 remain unvested as of the date hereof; and

4. (continued from footnote 3) (iii) 429,668 shares of Common Stock owned by the Reporting Person.

5. 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.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Peter J. Mariani attorney-in-fact Vincent Capponi	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).
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FAQ

What did the CTSO Form 4 filed by Vincent Capponi report?

The Form 4 reports grants of 89,100 RSUs and a stock option award for 111,100 shares, with vesting schedules and an options exercise price of $1.

How many CTSO shares does Vincent Capponi beneficially own after the reported transactions?

The filing shows total direct beneficial ownership of 766,268 shares of Cytosorbents common stock following the reported transactions.

What are the vesting terms for the RSUs reported on the CTSO Form 4?

The reported RSUs vest in equal parts at the first and second year anniversaries of the grant, subject to continued service; some historical RSUs also settle upon a defined Change in Control.

What are the vesting and expiration terms for the stock options granted to Capponi?

The options vest one-half at year one, one-fourth at year two, and one-fourth at year three, have an exercise price of $1, and an expiration date in 2035.

Do the RSUs include any change-in-control settlement provisions?

Yes; the filing identifies specific RSU tranches that will be settled into common stock upon a defined Change in Control under the company’s long-term incentive plan.