Longeveron (LGVN) CEO has shares withheld to cover RSU tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Longeveron Inc. Chief Executive Officer Willard Stephen H reported a routine tax-related share transaction. On the vesting of a restricted stock unit (RSU) award, 4,740 shares of Class A Common Stock were withheld at $1.12 per share to satisfy tax obligations, rather than being sold in the open market.

Following this tax-withholding disposition, he directly holds 289,727 shares of Class A Common Stock, which includes RSUs subject to future vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Willard Stephen H

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	4,740	$1.12	$5K

Holdings After Transaction: Class A Common Stock — 289,727 shares (Direct)

Footnotes (1)

Shares withheld to satisfy tax obligations in connection with the vesting of a restricted stock unit (RSU) award. Includes RSUs subject to future vesting.

Key Figures

Tax-withheld shares: 4,740 shares Per-share value: $1.12 per share Post-transaction holdings: 289,727 shares +1 more

4 metrics

Tax-withheld shares 4,740 shares Shares withheld to satisfy RSU-related tax obligations

Per-share value $1.12 per share Value assigned to withheld Class A Common Stock

Post-transaction holdings 289,727 shares Class A Common Stock held directly after transaction, including RSUs

Tax-withholding transactions 1 transaction Single Form 4 event classified as tax-withholding disposition (code F)

Key Terms

restricted stock unit (RSU), tax obligations, withheld, vesting

4 terms

restricted stock unit (RSU) financial

"in connection with the vesting of a restricted stock unit (RSU) award"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

tax obligations financial

"Shares withheld to satisfy tax obligations in connection with the vesting"

withheld financial

"Shares withheld to satisfy tax obligations in connection with the vesting"

vesting financial

"in connection with the vesting of a restricted stock unit (RSU) award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:00 PM

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^*

Willard Stephen H

(Last)

(First)

(Middle)

1951 NW 7TH AVENUE SUITE 520

(Street)

MIAMI

FLORIDA

33136

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		F		4,740⁽¹⁾	D	$1.12	289,727⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 T. Lehr, Attorney-in-fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Longeveron (LGVN) CEO Willard Stephen H report in this Form 4?

He reported a tax-related share disposition. 4,740 Longeveron Class A shares were withheld at $1.12 each to cover tax obligations from vesting RSU awards, rather than sold on the open market.

How many Longeveron (LGVN) shares were involved in the CEO’s tax withholding?

A total of 4,740 Class A Common Stock shares were withheld. These shares were used to satisfy tax obligations triggered by the vesting of a restricted stock unit (RSU) award, not as a discretionary market sale.

At what price were the withheld Longeveron (LGVN) shares valued in this filing?

The withheld shares were valued at $1.12 per share. This price is used in the Form 4 to calculate the value of the 4,740 Class A shares applied toward the CEO’s RSU-related tax obligations.

How many Longeveron (LGVN) shares does the CEO hold after this Form 4 transaction?

After the transaction, he holds 289,727 shares of Class A Common Stock directly. This figure includes restricted stock units (RSUs) that remain subject to future vesting conditions, as noted in the filing’s footnotes.

Was the Longeveron (LGVN) CEO’s Form 4 transaction an open-market sale?

No, it was not an open-market sale. The 4,740 shares were withheld by the company to cover tax obligations from an RSU vesting event, a common administrative mechanism rather than a discretionary sale into the market.

What role do restricted stock units (RSUs) play in this Longeveron (LGVN) Form 4?

The Form 4 centers on RSU vesting. Shares were withheld to pay related taxes, and the CEO’s remaining 289,727 shares include RSUs that are still subject to future vesting, reflecting ongoing equity-based compensation.