Lineage Cell Therapeutics (LCTX) CEO discloses RSU vesting and tax share withholding

Rhea-AI Filing Summary

Lineage Cell Therapeutics, Inc. reported an insider equity transaction by its President and CEO and Director, Brian M. Culley. On 12/19/2025, he earned 8,925 common shares upon vesting of restricted stock units that were granted on February 11, 2022, which were subject to performance conditions. These RSUs are settled in common shares on a one-for-one basis.

On the same date, 334 shares were withheld by the company at a price of $1.68 per share to cover statutory tax withholding obligations related to the vesting. After these transactions, Culley beneficially owned 222,135 common shares directly. The disclosure notes that this amount does not include unvested RSUs or shares that could be acquired through outstanding stock options.

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

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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)
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		8,925(1)	A	(1)	222,469(2)	D
Common Shares	12/19/2025		F		334(3)	D	$1.68	222,135(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 8,925 RSUs in a transaction exempt under Rule 16(b)-3. No shares were sold in connection with this transaction.

	/s/ Brian M. Culley	12/19/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Lineage Cell Therapeutics (LCTX) report for its CEO?

The President and CEO of Lineage Cell Therapeutics, Inc., Brian M. Culley, reported the vesting of 8,925 restricted stock units on 12/19/2025, which were settled in common shares on a one-for-one basis.

How many Lineage Cell Therapeutics (LCTX) shares does the CEO own after this Form 4 transaction?

Following the reported transactions, Brian M. Culley beneficially owned 222,135 common shares of Lineage Cell Therapeutics, Inc. directly. This figure excludes unvested RSUs and shares that may be acquired upon exercise of stock options.

Were any Lineage Cell Therapeutics (LCTX) shares sold by the CEO in this Form 4 filing?

No shares were sold. Instead, 334 shares were withheld by the issuer on 12/19/2025 to satisfy statutory tax withholding requirements related to the vesting of 8,925 RSUs, in a transaction exempt under Rule 16(b)-3.

What was the tax withholding price in the Lineage Cell Therapeutics (LCTX) CEO’s Form 4 filing?

The tax withholding on the CEO’s vested shares used a price of $1.68 per share for the 334 shares withheld to cover statutory tax obligations.

Do the CEO’s reported holdings in LCTX include all potential equity awards?

No. The filing states that the reported 222,135 common shares do not include RSUs that have not yet vested or common shares that may be acquired upon the exercise of certain outstanding stock options.

What triggered the vesting of RSUs for the Lineage Cell Therapeutics (LCTX) CEO?

The 8,925 RSUs vested from an award granted on February 11, 2022, with vesting subject to the achievement of certain performance conditions, as described in the filing.