Lisata director holds preferred tied to 2.27M shares

Conversion requires stockholder approval and is subject to a holder-set beneficial ownership limit between 4.9% and 19.99%.

Rhea-AI Filing Summary

Lisata Therapeutics, Inc. director Ted W. Love reported direct holdings on September 17, 2026, of 19,260 common shares and Series C Non-Voting Convertible Preferred Stock representing 2,270,316 underlying common shares. The reported shares were received in exchange for 2,354,899 shares of Marea Therapeutics, Inc. common stock in connection with the merger. Some of the reported common and preferred shares are subject to an issuer repurchase right that lapses under time- or milestone-based vesting conditions. Each preferred share automatically converts into 1,000 common shares upon issuer stockholder approval, subject to a holder-established beneficial ownership limitation between 4.9% and 19.99% of outstanding common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LOVE TED W

Role Director

Type	Security	Shares	Price	Value
holding	Series C Non-Voting Convertible Preferred Stock F3, F1, F2	--	--	--
holding	Common Stock F1, F2	--	--	--

Holdings After Transaction: Series C Non-Voting Convertible Preferred Stock — 2,270,316 contracts (Direct); Common Stock — 19,260 shares (Direct)

Footnotes (3)

1. F1. The reported shares of Common Stock and shares of Common Stock underlying shares of Series C Non-Voting Convertible Preferred Stock represent shares received in exchange for 2,354,899 shares of common stock of Marea Therapeutics, Inc. ("Marea") in connection with the Issuer's merger (the "Merger") with Marea pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 17, 2026, by and among the Issuer, Marea, Mariner Merger Sub I, Inc. and Mariner Merger Sub II, LLC. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Marea's
2. F2. (continued from Footnote 1) common stock was cancelled and converted into the right to receive 0.9723 shares of Common Stock or, in lieu thereof, 0.0009723 shares of Series C Non-Voting Convertible Preferred Stock (representing 0.9723 shares of Common Stock on an as-converted basis). A portion of the reported shares of Common Stock and Series C Non-Voting Convertible Preferred Stock are subject to an Issuer right of repurchase that lapses in accordance with time- or milestone-based vesting conditions set forth in the applicable stock purchase agreements.
3. F3. Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert into 1,000 shares of Common Stock upon the approval of such conversion by the Issuer's stockholders in accordance with the rules of the Nasdaq Stock Market LLC, subject to a beneficial ownership limitation to be established by the holder of between 4.9% and 19.99% of the outstanding Common Stock. The Series C Non-Voting Convertible Preferred Stock does not have a conversion price and has no expiration date.

Key Figures

Common stock holdings: 19,260 shares Common shares underlying Series C preferred stock: 2,270,316 shares Marea common shares exchanged: 2,354,899 shares +3 more

6 metrics

Common stock holdings 19,260 shares Direct holding reported September 17, 2026

Common shares underlying Series C preferred stock 2,270,316 shares Direct holding reported September 17, 2026

Marea common shares exchanged 2,354,899 shares Shares exchanged in connection with the merger

Common shares received per Marea common share 0.9723 shares Merger exchange terms

Common shares per Series C preferred share 1,000 shares Automatic conversion upon stockholder approval

Beneficial ownership limitation 4.9% to 19.99% Of outstanding common stock; established by the holder

Key Terms

as-converted basis, beneficial ownership limitation, Issuer right of repurchase, time- or milestone-based vesting conditions

4 terms

as-converted basis financial

"representing 0.9723 shares of Common Stock on an as-converted basis"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

beneficial ownership limitation financial

"subject to a beneficial ownership limitation to be established by the holder"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Issuer right of repurchase financial

"subject to an Issuer right of repurchase"

time- or milestone-based vesting conditions financial

"in accordance with time- or milestone-based vesting conditions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many LSTA shares did director Ted W. Love report?

Ted W. Love reported direct holdings of 19,260 common shares and Series C Non-Voting Convertible Preferred Stock representing 2,270,316 underlying common shares on September 17, 2026.

How does LSTA Series C preferred stock convert into common stock?

Each preferred share automatically converts into 1,000 common shares upon approval by Lisata Therapeutics, Inc. stockholders in accordance with Nasdaq Stock Market LLC rules. Conversion is subject to a beneficial ownership limitation to be established by the holder between 4.9% and 19.99% of outstanding common stock.

Are any of Ted W. Love's reported LSTA shares subject to repurchase?

A portion of the reported common and Series C preferred shares is subject to an issuer right of repurchase. That right lapses in accordance with time- or milestone-based vesting conditions in the applicable stock purchase agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 09:31 PM Accepted by SEC EDGAR 09/28/2026 - 09:30 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

LOVE TED W

(Last) (First) (Middle)

C/O LISATA THERAPEUTICS, INC.

P.O. BOX 173

(Street)

LIBERTY CORNER NEW JERSEY 07938

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2026

3. Issuer Name and Ticker or Trading Symbol
LISATA THERAPEUTICS, INC. [ LSTA ]

3a. Foreign Trading Symbol

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

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	19,260(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Non-Voting Convertible Preferred Stock	(3)	(3)	Common Stock	2,270,316(1)(2)	(3)	D

Explanation of Responses:

1. The reported shares of Common Stock and shares of Common Stock underlying shares of Series C Non-Voting Convertible Preferred Stock represent shares received in exchange for 2,354,899 shares of common stock of Marea Therapeutics, Inc. ("Marea") in connection with the Issuer's merger (the "Merger") with Marea pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 17, 2026, by and among the Issuer, Marea, Mariner Merger Sub I, Inc. and Mariner Merger Sub II, LLC. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of Marea's

2. (continued from Footnote 1) common stock was cancelled and converted into the right to receive 0.9723 shares of Common Stock or, in lieu thereof, 0.0009723 shares of Series C Non-Voting Convertible Preferred Stock (representing 0.9723 shares of Common Stock on an as-converted basis). A portion of the reported shares of Common Stock and Series C Non-Voting Convertible Preferred Stock are subject to an Issuer right of repurchase that lapses in accordance with time- or milestone-based vesting conditions set forth in the applicable stock purchase agreements.

3. Each share of Series C Non-Voting Convertible Preferred Stock will automatically convert into 1,000 shares of Common Stock upon the approval of such conversion by the Issuer's stockholders in accordance with the rules of the Nasdaq Stock Market LLC, subject to a beneficial ownership limitation to be established by the holder of between 4.9% and 19.99% of the outstanding Common Stock. The Series C Non-Voting Convertible Preferred Stock does not have a conversion price and has no expiration date.

Remarks:

Power of Attorney attached as Exhibit 24.

	/s/ James Nisco, Attorney-in-Fact for Ted W. Love	09/28/2026
	** 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 5 (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 3: SEC 1473 (03-26)