[Form 4] Humacyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Humacyte, Inc. (HUMA) reported an equity award to a senior executive. The company’s CFO and Chief Corporate Development Officer, Dale A. Sander, reported acquiring 311,100 shares of Humacyte common stock on 11/16/2025 at a reported price of $0, reflecting a grant rather than an open-market purchase. Following this transaction, he beneficially owns 313,100 shares directly and 40,600 shares indirectly through his spouse.

The filing explains that these shares relate to restricted stock units (RSUs). The RSUs represent the right to receive one share of common stock for each unit, with 50% scheduled to vest on May 15, 2026 and the remaining 50% on May 15, 2027. This structure ties a significant portion of the executive’s compensation to the company’s future share performance over a two-year vesting period.

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
Estimated average burden
hours per response:			0.5

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^*

Sander Dale A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Chief Corp. Deve. Off.

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2025

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(1)	11/16/2025		A		311,100	A	$0	313,100	D
Common Stock								40,600	I	By spouse

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 Reporting Person was granted restricted stock units (RSUs), which represent a contingent right to receive one share of Common Stock for each RSU. The first 50% of the RSUs will vest on May 15, 2026, after which the remaining 50% of the RSUs will vest on May 15, 2027.

Remarks:

	/s/ Dale A. Sander	11/17/2025
	** 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 insider transaction did Humacyte (HUMA) disclose in this Form 4?

Humacyte disclosed that its CFO and Chief Corporate Development Officer, Dale A. Sander, acquired 311,100 shares of common stock on 11/16/2025, reported at a price of $0, reflecting an equity grant rather than a market purchase.

How many Humacyte (HUMA) shares does the executive own after the transaction?

After the reported transaction, Dale A. Sander beneficially owns 313,100 shares directly and 40,600 shares indirectly through his spouse, according to the Form 4.

What type of equity award did Humacyte grant to its CFO?

Humacyte granted the CFO restricted stock units (RSUs), each representing a contingent right to receive one share of Humacyte common stock upon vesting.

What is the vesting schedule for the Humacyte (HUMA) RSUs reported?

The Form 4 states that 50% of the RSUs will vest on May 15, 2026, and the remaining 50% will vest on May 15, 2027, creating a two-step vesting schedule.

Was the Humacyte insider transaction under a Rule 10b5-1 trading plan?

The form includes a checkbox for indicating if the transaction was under a Rule 10b5-1(c) plan, but the provided content does not show that this box was checked for the reported grant.

Who is the reporting person in this Humacyte (HUMA) Form 4 filing?

The reporting person is Dale A. Sander, who serves as CFO and Chief Corporate Development Officer of Humacyte, Inc.