Movano (NASDAQ: MOVE) CEO exercises options, sells stock to cover taxes and costs

Rhea-AI Filing Summary

Movano Inc. Chief Executive Officer and Director John Mastrototaro reported exercising stock options and related share sales. On January 26, 2026, he exercised 72,834 stock options at an exercise price of $1.25 per share, receiving the same number of common shares.

On January 27, 2026, he sold several blocks of Movano common stock, including 4,512 shares at a weighted average of $19.12, 5,444 shares at $20.18, 14,960 shares at $20.75, 5,746 shares at $21.78, and 2,407 shares at $23.37. A footnote states these sales were made to pay withholding taxes and exercise prices tied to stock option awards granted in lieu of 2025 cash salary. After the transactions, he directly owned 56,114 Movano common shares.

The option exercised was granted contingent on shareholder approval of an amendment to Movano’s Omnibus Incentive Plan increasing authorized shares; it became exercisable upon shareholder approval of the Plan Amendment on December 16, 2025.

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

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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^*

Mastrototaro John

(Last) (First) (Middle)

6800 KOLL CENTER PARKWAY

(Street)

PLEASANTON CA 94566

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Movano Inc. [ MOVE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		M		72,834	A	$1.25	89,183	D
Common Stock	01/27/2026		S(1)		4,512	D	$19.12(2)	84,671	D
Common Stock	01/27/2026		S(1)		5,444	D	$20.18(3)	79,227	D
Common Stock	01/27/2026		S(1)		14,960	D	$20.75(4)	64,267	D
Common Stock	01/27/2026		S(1)		5,746	D	$21.78(5)	58,521	D
Common Stock	01/27/2026		S(1)		2,407	D	$23.37(6)	56,114	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 Options (Right to Buy)	$1.25	01/26/2026		M			72,834	(7)	03/15/2026	Common Stock	72,834	$0.00	0	D

Explanation of Responses:

1. Represents shares sold to pay withholding taxes and exercise prices due in connection with the exercise of stock option awards granted to the reporting person in lieu of cash salary during 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.57 to $19.354, inclusive. The reporting person undertakes to provide to Movano Inc., any security holder of Movano Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.59 to $20.59, inclusive. The reporting person undertakes to provide to Movano Inc., any security holder of Movano Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.60 to $21.575 inclusive. The reporting person undertakes to provide to Movano Inc., any security holder of Movano Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.65 to $22.24 inclusive. The reporting person undertakes to provide to Movano Inc., any security holder of Movano Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.335 to $23.38 inclusive. The reporting person undertakes to provide to Movano Inc., any security holder of Movano Inc., or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

7. This option award was granted contingent upon shareholder approval of an amendment to the Omnibus Incentive Plan that increases the number of shares of Common Stock authorized for issuance under the Plan (the "Plan Amendment"). The option became exerciseable upon shareholder approval of the Plan Amendment on December 16, 2025.

	/s/ John Mastrototaro by Mark R. Busch, attorney-in-fact	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Movano (MOVE) CEO John Mastrototaro report?

John Mastrototaro reported exercising 72,834 stock options at $1.25 per share and selling multiple blocks of Movano common stock on January 27, 2026. Following these transactions, he directly owned 56,114 shares of Movano common stock.

How many Movano (MOVE) stock options did the CEO exercise and at what price?

He exercised 72,834 stock options, each with an exercise price of $1.25 per share, on January 26, 2026. The transaction converted those options into an equal number of Movano common shares before subsequent sales used to cover related obligations.

At what prices did the Movano (MOVE) CEO sell common shares on January 27, 2026?

He sold Movano common shares at weighted average prices of $19.12, $20.18, $20.75, $21.78, and $23.37. Each price reflects multiple trades within specified ranges disclosed in the footnotes to the Form 4 filing.

Why did the Movano (MOVE) CEO sell shares after exercising options?

A footnote states the shares were sold to pay withholding taxes and exercise prices due from exercising stock option awards granted in lieu of 2025 cash salary. These sales therefore funded obligations arising directly from the compensation-related option exercise.

How many Movano (MOVE) shares did the CEO own after these transactions?

After the reported option exercise and subsequent share sales, John Mastrototaro directly owned 56,114 shares of Movano common stock. This figure reflects his beneficial ownership immediately following the transactions disclosed in the Form 4 filing.

What made the Movano (MOVE) stock option grant exercisable for the CEO?

The option award was contingent on shareholder approval of a Plan Amendment increasing shares authorized under the Omnibus Incentive Plan. It became exercisable when shareholders approved the amendment on December 16, 2025, enabling the later exercise of 72,834 options.