MaxCyte Form 4: Annual Equity Grant Boosts Director Ownership

Rhea-AI Filing Summary

MaxCyte, Inc. (MXCT) Form 4 – Insider equity grant

On 06/18/2025 non-employee director Rekha Hemrajani received her annual board compensation grant: (i) 29,210 restricted stock units (RSUs) and (ii) a stock option for 50,790 shares with a $2.11 exercise price, expiring 06/17/2035. The RSUs and options were issued under the company’s established Equity Grant Policy for outside directors.

The RSUs convert 1-for-1 into common shares and will vest in full on 06/18/2026, subject to continuous service. No cash was paid for the RSUs (code “A”; price $0). Following the grant, Hemrajani’s direct beneficial ownership increased to 50,577 common shares. No shares were sold or disposed of.

Because the grant is routine, the filing does not necessarily reflect incremental insider sentiment. Nonetheless, it maintains alignment between the director and shareholders and sets a strike price reference at $2.11; upside exists if MXCT trades above that level before 2035.

Positive

• Director’s direct ownership increases to 50,577 shares, improving alignment with shareholders.
• Options priced at $2.11 provide long-term incentive for performance up to 2035.

Negative

• Grant is routine compensation rather than discretionary insider buying, limiting bullish signal strength.
• Issuance of 50,790 new options contributes minor incremental dilution.

Insights

Securities Analyst

TL;DR: Routine director grant adds 29k RSUs and 50k options; minimal near-term price signal.

The award is part of MaxCyte’s regular non-employee director compensation. Because it is not an open-market purchase, the informational value for investors is limited. The strike price ($2.11) gives long-dated optionality through 2035, while the fully-vested RSUs in 2026 lift immediate ownership to 50,577 shares. The dilutive impact is immaterial relative to MXCT’s outstanding share count. Overall, the filing is neutral for valuation but shows continued board alignment.

Corporate Governance Specialist

TL;DR: Standard pay-for-service equity grant; keeps board interests aligned.

The grant follows the company’s disclosed policy, suggesting good governance and transparency. One-year cliff vesting supports retention without excessive lock-in. Power of Attorney filing indicates proper delegation. No red flags on reporting timeliness or form completeness. Impact on governance risk is neutral-to-positive.

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^*

Hemrajani Rekha

(Last) (First) (Middle)

C/O MAXCYTE, INC.

9713 KEY WEST AVENUE, SUITE 400

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXCYTE, INC. [ MXCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		29,210(1)(2)	A	$0	50,577	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)	$2.11	06/18/2025		A		50,790		(2)	06/17/2035	Common Stock	50,790	$0	50,790	D

Explanation of Responses:

1. These shares represent restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

2. This annual grant was made pursuant to the Issuer's Equity Grant Policy for non-employee directors. The shares underlying this grant vest on June 18, 2026, subject to the reporting person's continuous service as of such vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Sandoval, Attorney-in-Fact	06/23/2025
	** 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.

FAQ

How many MaxCyte (MXCT) shares did Director Rekha Hemrajani acquire?

She received 29,210 restricted stock units, each convertible into one common share.

What is the exercise price and size of the new stock option grant?

The option covers 50,790 shares at an exercise price of $2.11 per share.

When do the RSUs granted to Hemrajani vest?

All RSUs vest on June 18, 2026, subject to continuous board service.

What is Hemrajani’s total beneficial ownership after the transaction?

Following the grant she directly owns 50,577 common shares of MaxCyte.

Does the Form 4 indicate any share sales by the director?

No. The filing only reports acquisitions; there were no dispositions of shares.