[Form 4] Humacyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brady W. Dougan, a director of Humacyte, Inc. (HUMA), reported sales of common stock executed by Ayabudge LLC, an entity he controls. Between 08/18/2025 and 08/20/2025 Ayabudge sold a total of 2,241,045 shares in multiple transactions at weighted average prices of $1.83, $1.63 and $1.58 per share (per-footnote ranges: $1.79–$1.92, $1.57–$1.76, $1.53–$1.69). After the reported transactions Ayabudge beneficially owned 0 shares. The filing shows Mr. Dougan retains indirect beneficial ownership of 243,851 shares through his spouse and 1,148,240 shares through The Niklason Living Trust.

Positive

• Disclosure includes weighted average prices and price ranges for each day's sales, and an offer to provide detailed breakdowns on request
• Explanation of use of proceeds is provided: sales were used to pay down leverage and provide liquidity when the issuer had no financing

Negative

• Substantial disposition: Ayabudge LLC sold a total of 2,241,045 shares, reducing its beneficial ownership to 0 shares
• Limited price granularity: Form 4 supplies only weighted average prices and ranges, not per-transaction quantities at each price

Insights

Securities Analyst

TL;DR Director-controlled entity sold 2,241,045 HUMA shares over three days; reporting shows Ayabudge now holds zero shares.

The reported Form 4 discloses concentrated dispositions by Ayabudge LLC under Mr. Dougan's control totaling 2,241,045 shares across 08/18/2025–08/20/2025. The filing provides weighted average prices and footnote price ranges for each day but does not break out per-transaction quantities by price. Post-transaction holdings indicate Ayabudge no longer beneficially owns shares while Mr. Dougan retains indirect stakes via spouse (243,851 shares) and The Niklason Living Trust (1,148,240 shares). The disclosure states proceeds were used to pay down leverage and to permit secondary liquidity when the issuer had no financing underway.

Corporate Governance Expert

TL;DR Reported sales were executed by a controlled entity; director still holds material indirect positions through family/trust vehicles.

The Form 4 confirms the transactions were executed by Ayabudge LLC, controlled by the reporting person, and includes explanatory footnotes describing purpose and pricing ranges. The filing is procedural and compliant in form: it identifies relationship (Director), method of sale, and provides a commitment to furnish detailed price-by-price information on request. It does not disclose any agreements with the issuer or changes to board or officer status.

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^*

Dougan Brady W

(Last) (First) (Middle)

2525 EAST NORTH CAROLINA

HIGHWAY 54

(Street)

DURHAM NC 27713

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Humacyte, Inc. [ HUMA ]

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)
08/18/2025

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	08/18/2025		S		549,360(1)	D	$1.83(2)	1,691,685	I	By Ayabudge LLC
Common Stock	08/19/2025		S		1,100,000(1)	D	$1.63(3)	591,685	I	By Ayabudge LLC
Common Stock	08/20/2025		S		591,685(1)	D	$1.58(4)	0	I	By Ayabudge LLC
Common Stock								243,851	I	By spouse
Common Stock								1,148,240	I	By The Niklason Living Trust

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

Explanation of Responses:

1. The sales were made by Ayabudge LLC, an entity controlled by Brady W. Dougan. The transactions enabled Mr. Dougan to pay down leverage while providing a mechanism for investors to acquire shares of the Issuer at a time that the Issuer was not conducting a financing transaction and was not making any additional shares available for purchase.

2. The price is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $1.79 to $1.92. The Reporting Person undertakes to provide upon request to the SEC staff, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $1.57 to $1.76. The Reporting Person undertakes to provide upon request to the SEC staff, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $1.53 to $1.69. The Reporting Person undertakes to provide upon request to the SEC staff, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Brady W. Dougan by Dale A. Sander as Attorney-in-Fact	08/20/2025
	** 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.
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.

FAQ

What shares did Brady W. Dougan report selling on Form 4 for HUMA?

The filing reports Ayabudge LLC sold a total of 2,241,045 common shares of HUMA between 08/18/2025 and 08/20/2025.

At what prices were the HUMA shares sold in the Form 4?

The filing lists weighted average prices of $1.83, $1.63 and $1.58 for the three trade dates, with per-share price ranges of $1.79–$1.92, $1.57–$1.76, and $1.53–$1.69 respectively.

How many HUMA shares does Mr. Dougan still beneficially own after these transactions?

After the reported transactions Ayabudge LLC beneficially owned 0 shares; Mr. Dougan retains indirect beneficial ownership of 243,851 shares by his spouse and 1,148,240 shares via The Niklason Living Trust.

Why were the shares sold according to the Form 4?

The explanation states the sales enabled Mr. Dougan to pay down leverage and to provide a mechanism for investors to acquire shares when the issuer was not conducting a financing.

Does the Form 4 provide detailed per-transaction pricing?

No. The filing provides weighted average prices and price ranges and states it will provide a full breakdown to the SEC staff or any stockholder upon request.