[Form 4] Longeveron Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Longeveron Inc. (LGVN) filed a Form 4 disclosing a routine insider ownership adjustment by General Counsel & Secretary Paul T. Lehr.

• 1,562 Class A common shares were withheld at $1.28 per share (Code F) to cover taxes triggered by the vesting of restricted stock units (RSUs).
• No open-market purchase or sale occurred; the transaction does not inject new shares into, or remove shares from, public float.
• After the withholding, Lehr’s reported beneficial ownership stands at 254,073 shares, which includes RSUs that remain subject to future vesting.
• No derivative securities transactions were reported and no additional changes in ownership structure were noted.

The filing is largely administrative, reflecting tax compliance rather than a directional view on Longeveron’s prospects.

Insights

Securities Analyst

TL;DR: Routine tax withholding; negligible impact on ownership structure or market sentiment.

The Code F classification indicates that the insider did not actively sell shares on the open market but surrendered them back to the company for tax obligations. The dollar value (~$2,000) and share count are immaterial relative to both daily trading volume and Longeveron’s share base. Lehr continues to hold more than 250 K shares, maintaining alignment with shareholder interests. Given the absence of open-market activity or derivative positions, I view the filing as neutral for investors.

Corporate Governance Analyst

TL;DR: Administrative RSU withholding—no governance concerns raised.

Form 4 confirms that shares were withheld strictly for statutory tax purposes following RSU vesting. Such events are standard for equity-based compensation programs and do not signal a lack of confidence by the insider. Lehr’s continued sizeable stake (254,073 shares) suggests ongoing commitment to the company’s performance. There are no red flags regarding compliance; all Rule 16a reporting timelines appear met. Impact on governance risk profile is minimal.

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
Estimated average burden
hours per response:			0.5

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^*

Locklear Lisa

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
Class A Common Stock	07/01/2025		F		7,431(1)	D	$1.28	137,198(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 the 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	07/03/2025
	** 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 transaction did LGVN insider Paul T. Lehr report on July 1, 2025?

1,562 Class A common shares were withheld to pay taxes related to RSU vesting.

What does the Form 4 transaction code "F" mean for Longeveron (LGVN)?

Code F indicates shares were surrendered to the issuer solely to satisfy tax withholding obligations—no open-market trade occurred.

How many LGVN shares does Paul T. Lehr own after the transaction?

He beneficially owns 254,073 shares, including unvested RSUs.

Were any derivative securities involved in this Form 4 filing?

No. The filing shows no derivative securities acquired or disposed of.

Does this insider transaction suggest a change in sentiment toward LGVN?

The filing is routine and administrative; it does not indicate a shift in insider sentiment.