Lineage Cell Therapeutics (LCTX) officer reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Lineage Cell Therapeutics, Inc. reported an insider equity transaction by its General Counsel and Secretary, George A. Samuel III. On 12/19/2025, he acquired 1,735 common shares through the vesting of previously granted performance-based restricted stock units, which convert into common shares on a one-for-one basis. The company then withheld 65 shares at $1.68 per share to cover statutory tax obligations related to this vesting, with no shares sold on the open market.

Following these transactions, Samuel directly beneficially owned 27,490 common shares of Lineage Cell Therapeutics. The filing notes that this total does not include any unvested restricted stock units or shares that could be acquired through outstanding stock options that remained unexercised as of the report date.

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
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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^*

Samuel George A. III

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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 Shares	12/19/2025		A		1,735(1)	A	(1)	27,555(2)	D
Common Shares	12/19/2025		F		65(3)	D	$1.68	27,490(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

Explanation of Responses:

1. Shares earned by the Reporting Person upon the vesting of a portion of restricted stock units ("RSUs") granted to the Reporting Person on February 11, 2022 the vesting of which was subject to the achievement of certain performance conditions. RSUs are settled in common shares on a one-for-one basis.

2. Does not include RSUs that may be settled in the issuer's common shares that have not vested as of the date hereof nor common shares that may be acquired upon the exercise of certain stock options outstanding as of the date hereof.

3. Shares withheld by the issuer to satisfy statutory tax withholding requirements on the vesting of 1,735 RSUs in a transaction exempt under Rule 16(b)-3. No shares were sold in connection with this transaction.

	/s/ George A. Samuel III	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Lineage Cell Therapeutics (LCTX) disclose for 12/19/2025?

Lineage Cell Therapeutics disclosed that its General Counsel and Secretary, George A. Samuel III, had 1,735 restricted stock units (RSUs) vest into common shares on 12/19/2025, based on performance conditions tied to an equity grant originally made on February 11, 2022.

Did the Lineage Cell Therapeutics (LCTX) insider sell any shares in this Form 4 filing?

No open market sale occurred. The filing explains that 65 shares were withheld by the issuer at $1.68 per share solely to satisfy statutory tax withholding requirements connected to the vesting of 1,735 RSUs, and that no shares were sold in connection with this transaction.

How many Lineage Cell Therapeutics (LCTX) shares does the reporting person own after this transaction?

After the RSU vesting and tax share withholding on 12/19/2025, George A. Samuel III directly beneficially owned 27,490 common shares of Lineage Cell Therapeutics.

What role does the reporting person hold at Lineage Cell Therapeutics (LCTX)?

The reporting person, George A. Samuel III, is an officer of Lineage Cell Therapeutics, serving as the company’s General Counsel and Secretary, as indicated in the filing.

Do the reported holdings for the Lineage Cell Therapeutics (LCTX) insider include unvested RSUs or options?

No. The filing states that the 27,490 common shares reported as beneficially owned do not include restricted stock units that remained unvested or common shares that could be acquired upon the exercise of outstanding stock options as of the report date.

What was the source of the 1,735 Lineage Cell Therapeutics (LCTX) shares reported as acquired?

The 1,735 shares were earned through the vesting of a portion of restricted stock units granted to the reporting person on February 11, 2022, whose vesting depended on the achievement of specified performance conditions. Each RSU was settled in one common share.