Form 4: Culley Brian M reports multiple insider transactions in LCTX

Rhea-AI Filing Summary

Culley Brian M reported multiple insider transaction types in a Form 4 filing for LCTX. The filing lists transactions totaling 75,369 shares at a weighted average price of $1.80 per share. Following the reported transactions, holdings were 253,385 shares.

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^*

Culley Brian M

(Last) (First) (Middle)

C/O LINEAGE CELL THERAPEUTICS

2173 SALK AVENUE, SUITE 200

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lineage Cell Therapeutics, Inc. [ LCTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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 Shares	02/11/2026		M		31,250(1)	A	(1)	253,385(2)	D
Common Shares	02/11/2026		F		12,869(3)	D	$1.8	240,516(2)	D

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
Restricted Stock Units	$0	02/11/2026		M			31,250	(4)	(4)	Common Shares	31,250	$0	0	D

Explanation of Responses:

1. Shares earned by the Reporting Person as a result of the vesting of a portion of Restricted Stock Units ("RSUs") granted to the Reporting Person on February 11, 2022. RSUs convert into common shares on a one-for-one basis.

2. Does not include RSUs that may be settled in shares of the issuer's common stock that have not vested as of the date hereof or shares that may be acquired upon the exercise of certain stock options.

3. Shares withheld by the issuer to satisfy statutory tax withholding requirements on the vesting of 31,250 RSUs in a transaction exempt under Rule 16(b)-3. No shares were sold in connection with this transaction

4. The Reporting Person was granted 124,997 RSUs on February 11, 2022, that vested with respect to approximately 25% of the shares subject to the award on each of February 11, 2023, 2024, 2025 and 2026.

	/s/ Brian M. Culley	02/13/2026
	** 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.
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FAQ

What insider transaction did LCTX CEO Brian Culley report on February 11, 2026?

Brian Culley reported the vesting and conversion of 31,250 restricted stock units into 31,250 Lineage Cell Therapeutics common shares. These RSUs were part of a 124,997-unit grant from February 11, 2022, vesting in four roughly equal annual installments through 2026.

How many LCTX shares does CEO Brian Culley own after this Form 4 filing?

After the reported transactions, Brian Culley directly owns 240,516 Lineage Cell Therapeutics common shares. This reflects receipt of 31,250 shares from RSU vesting and 12,869 shares withheld by the issuer to satisfy statutory tax-withholding requirements tied to that vesting.

Were any LCTX shares sold on the open market in this Form 4 transaction?

No open-market sales occurred in this transaction. The filing explains that 12,869 shares were withheld by the issuer solely to satisfy statutory tax-withholding obligations related to the vesting of 31,250 RSUs, and it states that no shares were sold in connection with this event.

What is the origin of the 31,250 LCTX RSUs that vested for Brian Culley?

The 31,250 RSUs that vested were part of a 124,997-unit award granted to Brian Culley on February 11, 2022. The grant was structured to vest with respect to approximately 25% of the shares on each of February 11, 2023, 2024, 2025, and 2026.

Why does the Form 4 for LCTX show a transaction code F at $1.80 per share?

Transaction code F reflects a tax-withholding disposition. In this case, 12,869 common shares were withheld by the issuer at a price of $1.80 per share to satisfy statutory tax withholding on RSU vesting, rather than being sold on the open market.

How do LCTX RSUs convert into common shares for Brian Culley?

The filing states that restricted stock units convert into common shares on a one-for-one basis. For Brian Culley, 31,250 vested RSUs converted into 31,250 Lineage Cell Therapeutics common shares on February 11, 2026, as part of a previously granted RSU award.