Longeveron (NASDAQ: LGVN) CEO granted stock, RSUs and 200,000-share option

Rhea-AI Filing Summary

Longeveron Inc. reported that Chief Executive Officer Willard Stephen H received several equity awards. He was granted a stock option for 200,000 shares of Class A common stock at an exercise price of $0.545 per share, vesting quarterly over four years beginning on April 1, 2026.

He also received an initial hire award of 200,000 shares of Class A common stock, with 105,533 of those shares withheld to cover tax obligations. In addition, he was granted 200,000 time-based vesting RSUs. Following these awards and tax withholding, he directly holds 294,467 shares of Class A common stock, which includes RSUs 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^*

Willard Stephen H

(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)
03/02/2026

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	03/02/2026		A		200,000(1)	A	$0	200,000	D
Class A Common Stock	03/02/2026		F		105,533(2)	D	$0.545	94,467	D
Class A Common Stock	03/02/2026		A		200,000(3)	A	$0	294,467(4)	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
Stock Option (right to buy)	$0.545	03/02/2026		A		200,000		(5)	03/02/2036	Class A Common Stock	200,000	$0	200,000	D

Explanation of Responses:

1. Represents the initial hire award of Class A Common Stock.

2. Shares withheld to satisfy the tax obligations in connection with the initial hire award of Class A Common Stock.

3. Represents the award of time-based vesting Restricted Stock Units (RSUs).

4. Includes RSUs subject to future vesting.

5. The option vests quarterly over a four-year period beginning on April 1, 2026.

Remarks:

	/s/ Paul Lehr, Attorney-in-fact	03/13/2026
	** 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 equity awards did Longeveron (LGVN) CEO Willard Stephen H receive?

The CEO received a 200,000-share stock option at $0.545, a 200,000-share initial hire award of Class A common stock, and 200,000 time-based vesting RSUs. These grants significantly increase his equity-based compensation and align pay with Longeveron’s share performance over time.

How do the new stock options for Longeveron (LGVN) CEO vest?

The 200,000-share stock option granted to the CEO vests quarterly over a four-year period beginning on April 1, 2026. This schedule encourages longer-term retention and performance, as the full option benefit is realized only if he remains with Longeveron over that period.

Were any Longeveron (LGVN) shares sold in this Form 4 filing?

No open-market sales were reported. Instead, 105,533 shares of Class A common stock were withheld to satisfy tax obligations related to the initial hire stock award. This tax-withholding disposition is a standard mechanism and does not represent a discretionary sale into the market.

How many Longeveron (LGVN) shares does the CEO hold after these awards?

After the reported equity grants and tax withholding, the CEO directly holds 294,467 shares of Class A common stock. This figure includes RSUs that are still subject to future vesting, reflecting both currently owned and time-based restricted equity positions.

What is the significance of the RSU award to the Longeveron (LGVN) CEO?

The CEO received 200,000 time-based vesting RSUs, which convert into Class A common stock as they vest. RSUs typically encourage executives to focus on long-term company performance, since their value depends on both vesting conditions and future Longeveron share prices.