[Form 4] Humacyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Laura E. Niklason, President, CEO and Director of Humacyte, Inc. (HUMA), reported changes in beneficial ownership on Form 4 related to sales of common stock held indirectly by Ayabudge LLC, an entity controlled by Brady W. Dougan. The filing discloses three groups of sales: 549,360 shares on 08/18/2025 at a weighted average price of $1.83, 1,100,000 shares on 08/19/2025 at a weighted average price of $1.63, and 591,685 shares on 08/20/2025 at a weighted average price of $1.58. Following the reported transactions, Ayabudge LLC's indirect holdings of those shares were reduced to zero. The filing also shows direct ownership of 243,851 shares and indirect ownership of 1,148,240 shares held by The Niklason Living Trust. The explanatory notes state the sales were executed by Ayabudge LLC to allow Mr. Dougan to pay down leverage and to provide a mechanism for investors to acquire shares; Dr. Niklason did not directly sell any shares. The Form 4 is signed on behalf of Dr. Niklason by an attorney-in-fact.

Positive

• Clear disclosure of transaction dates, weighted average prices, and share counts for each sale
• Explanation provided that sales were by Ayabudge LLC to pay down leverage and that Dr. Niklason did not directly sell shares
• Reporting of both direct and indirect holdings including The Niklason Living Trust amounts

Negative

• Large indirect dispositions totaling 2,241,045 shares over three days that reduced Ayabudge LLC's indirect holding in those shares to zero
• Potential market impact from sizable block sales over consecutive days (reported weighted average prices between $1.58 and $1.83)

Insights

Financial Analyst

TL;DR: Significant indirect share sales by an entity controlled by a related party reduced indirect holdings to zero, while direct and trust holdings remain.

The Form 4 reports large block disposals totaling 2,241,045 shares sold by Ayabudge LLC across three days at weighted average prices between $1.58 and $1.83. These transactions materially reduced the indirect stake attributed to Dr. Niklason to zero for the shares sold. The filing clarifies the sales were executed by Ayabudge LLC under control of Brady W. Dougan for deleveraging purposes and that no directly owned shares of Dr. Niklason were sold. For investors, the key measurable items are the share counts and weighted average prices disclosed; there is no additional company operational or financial data in the filing.

Corporate Governance Expert

TL;DR: Disclosure appears complete: insider relationship and indirect ownership are stated and the reason for sales is explained.

The Form 4 appropriately discloses the reporting person’s roles, the nature of indirect beneficial ownership via Ayabudge LLC and The Niklason Living Trust, detailed sale dates, and weighted average prices. The explanatory footnotes state the rationale for the dispositions and affirm that Dr. Niklason did not directly sell shares. The filing includes an attorney-in-fact signature. No governance violations or procedural deficiencies are indicated within the document’s text.

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^*

Niklason Laura E

(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
X	Officer (give title below)		Other (specify below)
	President, CEO and Director

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	D
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. Dr. Niklason is treated as indirectly beneficially owning the shares sold, resulting in the requirement to file this Form 4. However, no shares directly beneficially owned by Dr. Niklason were sold in these transactions.

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/ Laura E. Niklason 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 did Laura E. Niklason report on the Form 4 for HUMA?

The Form 4 reports that shares held indirectly by Ayabudge LLC were sold on 08/18/2025 (549,360 shares at $1.83 weighted average), 08/19/2025 (1,100,000 shares at $1.63 weighted average), and 08/20/2025 (591,685 shares at $1.58 weighted average). The filing also shows direct ownership of 243,851 shares and indirect ownership via The Niklason Living Trust of 1,148,240 shares.

Who conducted the share sales and why?

The explanatory notes state the sales were made by Ayabudge LLC, an entity controlled by Brady W. Dougan, to enable Mr. Dougan to pay down leverage and to provide a mechanism for investors to acquire shares. The filing states Dr. Niklason did not directly sell any shares.

Did Dr. Niklason directly sell any Humacyte (HUMA) shares?

No. The filing explicitly states that no shares directly beneficially owned by Dr. Niklason were sold; the reported dispositions were of shares held indirectly by Ayabudge LLC.

What ownership remains reported after these transactions?

The Form 4 reports 243,851 shares directly owned and 1,148,240 shares indirectly owned through The Niklason Living Trust. Ayabudge LLC's indirect holdings of the shares sold were reduced to zero.

Are the prices reported exact or ranges?

The filing provides weighted average prices for each date and notes that the shares were sold in multiple transactions at per-share prices within specified ranges: $1.79–$1.92 on 08/18/2025, $1.57–$1.76 on 08/19/2025, and $1.53–$1.69 on 08/20/2025.