Humacyte (HUMA) CFO executes 45,887-share sell-to-cover trade for RSU taxes

Rhea-AI Filing Summary

Humacyte, Inc. CFO and Chief Corporate Development Officer Dale A. Sander reported an automated sale of 45,887 shares of common stock at an average price of $0.8967 per share. The sale was executed solely to cover statutory tax withholding from vested restricted stock units under a pre-arranged Rule 10b5-1 sell-to-cover plan, not as a discretionary sale. After this transaction, he holds 267,213 shares directly and 40,600 shares indirectly through his spouse.

Insider Trade Summary 10b5-1

Net Seller: 45,887 shares ($41,147)

Net Sell 2 txns

Insider Sander Dale A.

Role CFO and Chief Corp. Dev. Off

Sold 45,887 shs ($41K)

Type	Security	Shares	Price	Value
Sale	Common Stock	45,887	$0.8967	$41K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 267,213 shares (Direct, null); Common Stock — 40,600 shares (Indirect, By spouse)

Footnotes (1)

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Key Figures

Shares sold: 45,887 shares Average sale price: $0.8967 per share Direct holdings after transaction: 267,213 shares +2 more

5 metrics

Shares sold 45,887 shares Open-market sale on 2026-05-18 to cover tax withholding

Average sale price $0.8967 per share Price for 45,887 common shares sold

Direct holdings after transaction 267,213 shares Common stock directly owned by Dale A. Sander post-sale

Indirect holdings by spouse 40,600 shares Common stock indirectly owned through spouse

Net shares sold 45,887 shares Net-sell direction from transaction summary

Key Terms

restricted stock units, statutory tax withholding obligations, sell-to-cover, Rule 10b5-1(c)

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units previously granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

statutory tax withholding obligations financial

"to cover the statutory tax withholding obligations in connection with the vesting"

sell-to-cover financial

"to be funded by a "sell-to-cover" transaction pursuant to a plan"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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 NORTH CAROLINA 27713

(City) (State) (Zip)

UNITED STATES

(Country)

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. Dev. Off

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/18/2026		S		45,887	D	$0.8967	267,213	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. Represents the number of shares of Common Stock sold under an automated program to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units previously granted to the Reporting Person. This sale was mandated by the Issuer's practice to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction pursuant to a plan entered into by the Reporting Person 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), and therefore does not represent a discretionary sale by the Reporting Person.

	/s/ Dale A. Sander	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Humacyte (HUMA) report for Dale A. Sander?

Humacyte reported that CFO Dale A. Sander sold 45,887 shares of common stock at an average price of $0.8967. The sale covered tax withholding obligations from vested restricted stock units under an automated sell-to-cover arrangement.

Was the Humacyte (HUMA) insider sale by Dale A. Sander discretionary?

The sale was not discretionary. It was mandated to cover statutory tax withholding on vested restricted stock units under Humacyte’s practice and executed through an automated sell-to-cover program pursuant to a Rule 10b5-1(c) trading plan.

How many Humacyte (HUMA) shares did Dale A. Sander sell and at what price?

Dale A. Sander sold 45,887 shares of Humacyte common stock at an average price of $0.8967 per share. The proceeds satisfied minimum statutory tax withholding obligations related to restricted stock unit vesting.

How many Humacyte (HUMA) shares does Dale A. Sander hold after this filing?

After the reported transaction, Dale A. Sander holds 267,213 Humacyte common shares directly. He also has indirect ownership of 40,600 shares through his spouse, as disclosed in the Form 4 filing.

What does the Rule 10b5-1 plan reference mean in the Humacyte (HUMA) Form 4?

The filing states the transaction occurred under a plan intended to satisfy Rule 10b5-1(c) conditions. This means trades were pre-arranged in advance, providing an affirmative defense that the sale timing was not based on inside information.

Why were Humacyte (HUMA) shares sold to cover tax withholding for Dale A. Sander?

Shares were sold to pay statutory tax withholding triggered by the vesting of restricted stock units previously granted to Dale A. Sander. Humacyte’s practice requires these obligations be funded via an automated sell-to-cover transaction.