Longeveron (NASDAQ: LGVN) CMO withholds shares to cover RSU taxes

Rhea-AI Filing Summary

Longeveron Inc. Chief Medical Officer Nataliya Agafonova reported a Form 4 transaction involving company Class A common stock. On 01/02/2026, 10,250 shares were withheld at a price of $0.593 per share, identified with transaction code "F," which the footnotes explain were shares withheld to satisfy tax obligations arising from the vesting of a restricted stock unit (RSU) award. Following this tax withholding, she beneficially owned 216,564 shares in total, which the disclosure notes includes RSUs that are still 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^*

Agafonova Nataliya

(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 Medical 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		10,250(1)	D	$0.593	216,564(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 Longeveron (LGVN) report for Nataliya Agafonova?

The filing reports that Chief Medical Officer Nataliya Agafonova had 10,250 shares of Longeveron Class A common stock withheld on 01/02/2026, coded as transaction type "F."

Why were 10,250 Longeveron (LGVN) shares withheld in this Form 4?

According to the footnote, the 10,250 shares were withheld to satisfy tax obligations in connection with the vesting of a restricted stock unit (RSU) award.

At what price were the Longeveron (LGVN) shares valued for the tax withholding?

The shares withheld for taxes were valued at a price of $0.593 per share for this transaction.

How many Longeveron (LGVN) shares does Nataliya Agafonova own after this transaction?

After the reported tax withholding, Agafonova beneficially owned 216,564 shares of Longeveron Class A common stock.

Does the reported Longeveron (LGVN) holding include unvested RSUs?

Yes. A footnote states that the 216,564 shares include RSUs subject to future vesting, meaning some of the reported beneficial ownership relates to awards that will vest later.

Is this Longeveron (LGVN) Form 4 transaction a market sale of shares?

The transaction is coded "F" and the footnote explains that shares were withheld to satisfy tax obligations related to RSU vesting, rather than indicating an open market sale initiated by the insider.