Humacyte CFO sell-to-cover RSU tax sale filed
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.
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.
Positive
- None.
Negative
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Insider Trade Summary 10b5-1
Net Seller: 45,887 shares
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);
Common Stock — 40,600 shares (Indirect, By spouse)
Footnotes (1)
- F1. 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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
