Longeveron (NASDAQ: LGVN) CEO logs RSU tax share withholding in Form 4

Rhea-AI Filing Summary

Longeveron Inc. Chief Executive Officer James Nathaniel Powell reported a routine tax-related transaction in the company’s Class A common stock. On 01/02/2026, 2,464 shares were withheld at a price of $0.593 per share to satisfy tax obligations arising from the vesting of a restricted stock unit (RSU) award.

After this withholding, Powell beneficially owned 125,593 shares of Longeveron Class A common stock on a direct basis, which includes RSUs that remain subject to future vesting.

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^*

Powell James Nathaniel

(Last) (First) (Middle)

1951 NW 7TH AVENUE SUITE 520

(Street)

MIAMI FL 33136

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Longeveron Inc. [ LGVN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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
Class A Common Stock	01/02/2026		F		2,464(1)	D	$0.593	125,593(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 withheld to satisfy tax obligations in connection with the vesting of a restricted stock unit (RSU) award.

2. Includes RSUs subject to future vesting.

Remarks:

	/s/ Paul Lehr, Attorney-in-fact	01/06/2026
	** 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.

FAQ

What insider transaction did LGVN CEO James Nathaniel Powell report?

James Nathaniel Powell, Chief Executive Officer of Longeveron Inc. (LGVN), reported a tax-related transaction in Class A common stock on 01/02/2026. The event involved shares withheld in connection with the vesting of a restricted stock unit (RSU) award.

How many Longeveron (LGVN) shares were involved in the CEO’s Form 4 filing?

The filing shows that 2,464 shares of Longeveron Class A common stock were withheld on 01/02/2026 to cover tax obligations associated with RSU vesting.

What price per share was used for the LGVN shares withheld for taxes?

The shares of Longeveron Class A common stock were valued at $0.593 per share for the tax withholding transaction reported by CEO James Nathaniel Powell.

How many Longeveron Class A shares does the CEO own after this transaction?

Following the reported tax withholding, James Nathaniel Powell beneficially owned 125,593 shares of Longeveron Class A common stock directly, including RSUs that are still subject to future vesting.

Was the LGVN CEO’s transaction a sale on the open market?

No. The Form 4 indicates a transaction code "F", which reflects shares withheld to satisfy tax obligations in connection with the vesting of an RSU award, rather than an open-market sale.

What do the footnotes in the LGVN Form 4 explain about the CEO’s shares?

The footnotes state that the 2,464 shares were withheld to satisfy tax obligations for RSU vesting and clarify that the CEO’s reported holdings include RSUs subject to future vesting.