Lisata Therapeutics (LSTA) CEO gets new stock and options awards grant

Rhea-AI Filing Summary

Lisata Therapeutics President & CEO David J. Mazzo reported new equity awards and related tax withholdings. On January 9, 2026, he received 81,000 shares of restricted stock under the company’s 2018 Equity Incentive Compensation Plan at a stated price of $0. These restricted shares vest in four equal installments, starting on the grant date and then on each of the first three anniversaries.

On the same date, he was granted a stock option for 40,000 shares of common stock with an exercise price of $1.97 per share, also vesting in four equal annual installments beginning on the grant date. To cover tax liabilities from vesting restricted stock, a total of 41,096 shares of common stock were withheld at $1.97 per share. After these transactions, Mazzo directly beneficially owned 311,890 shares of common stock, including 124,750 unvested restricted shares.

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^*

Mazzo David J

(Last) (First) (Middle)

C/O LISATA THERAPEUTICS, INC.

110 ALLEN ROAD, 2ND FLOOR

(Street)

BASKING RIDGE NJ 07920

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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
Common Stock	01/09/2026		A		81,000(1)	A	$0	352,986(2)	D
Common Stock	01/09/2026		F		10,503(3)	D	$1.97	342,483(2)	D
Common Stock	01/09/2026		F		10,515(3)	D	$1.97	331,968(2)	D
Common Stock	01/09/2026		F		12,224(3)	D	$1.97	319,744(2)	D
Common Stock	01/09/2026		F		7,854(3)	D	$1.97	311,890(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
Stock Option (Right to Buy)	$1.97	01/09/2026		A		40,000		01/09/2026(4)	01/09/2036	Common Stock	40,000	$0	40,000	D

Explanation of Responses:

1. Represents 81,000 restricted stock awards granted under the Issuer's 2018 Equity Incentive Compensation Plan. The restricted stock awards vest in four equal installments, with one-fourth of the shares vesting on the date of grant and an additional one-fourth vesting on each of the first, second and third annual anniversaries of the grant date.

2. Includes 124,750 unvested restricted stock.

3. Shares withheld as payment of a tax liability on vesting of restricted stock.

4. One-fourth of the shares underlying the stock options vest immediately on the grant date, with an additional one-fourth vesting on each of the first, second and third anniversaries of the grant date.

Remarks:

	James Nisco, Attorney-in-Fact for David J. Mazzo	01/13/2026
	** 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 insider transactions did Lisata Therapeutics (LSTA) CEO David J. Mazzo report?

David J. Mazzo reported receiving 81,000 restricted shares of common stock and a stock option for 40,000 shares on January 9, 2026, along with related share withholdings to cover taxes.

How do the new restricted stock awards for LSTA’s CEO vest?

The 81,000 restricted shares vest in four equal installments, with one-fourth vesting on the grant date and one-fourth on each of the first, second and third anniversaries of the grant date.

What are the terms of the Lisata CEO’s new stock options reported on Form 4?

The Form 4 shows a stock option for 40,000 shares of common stock with an exercise price of $1.97 per share. One-fourth vests immediately on the January 9, 2026 grant date, and the rest in equal annual installments on the first, second and third anniversaries.

Why were Lisata Therapeutics shares withheld from the CEO instead of sold in the market?

The filing states that several blocks of common stock, totaling shares withheld as payment of a tax liability on vesting of restricted stock, were withheld at $1.97 per share rather than being market sales.

How many Lisata Therapeutics shares does the CEO own after these Form 4 transactions?

After the reported transactions, David J. Mazzo directly beneficially owned 311,890 shares of Lisata Therapeutics common stock, which includes 124,750 unvested restricted shares.

Is David J. Mazzo both an officer and director of Lisata Therapeutics according to this filing?

Yes. The filing identifies David J. Mazzo as a Director and as an Officer, serving as President & CEO of Lisata Therapeutics.