MaxCyte Form 4: 29,210 RSUs, 50,790 Options Granted to Director

Rhea-AI Filing Summary

MaxCyte, Inc. (MXCT) filed a Form 4 detailing the annual equity grant to non-employee director Dr. Yasir B. Al-Wakeel. On 18 June 2025 he received 29,210 restricted stock units (RSUs), each representing one share of common stock, at a cost basis of $0. The RSUs will vest in full on 18 June 2026, provided he remains in service on that date. Following the award, Dr. Al-Wakeel’s direct beneficial ownership of common stock stands at 50,577 shares.

In addition, he was granted a stock option covering 50,790 shares of common stock at an exercise price of $2.11 per share. The option was issued on 18 June 2025 and expires on 17 June 2035. All derivative securities are held directly.

The filing is purely an insider ownership update; it discloses no sales, no cash transactions, and no changes to company fundamentals. The equity awards were made under the company’s standard policy for non-employee directors and are accompanied by a power of attorney (Exhibit 24) authorising an attorney-in-fact to sign on the director’s behalf.

Positive

• Director received equity, not cash, strengthening alignment with shareholders.

Negative

• Potential dilution of ~80k shares when RSUs vest and options are exercised, though likely immaterial.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; aligns incentives, minimal dilution, neutral impact.

The Form 4 shows customary annual compensation: 29,210 RSUs vesting after one year and 50,790 options at $2.11, with a 10-year term. Such grants are standard for U.S.-listed biotech boards and signal that the director’s interests remain tied to shareholder value. Dilution from 80 k shares is immaterial relative to MXCT’s outstanding share count (not disclosed here but >100 m as of prior filings). No shares were sold, so market supply is unaffected. There are no red flags in vesting schedule, pricing, or volume. Overall governance posture appears conventional, producing a neutral valuation effect.

Portfolio Manager

TL;DR: Insider accepts equity instead of cash; slightly positive alignment but not financially material.

While the 29 k RSUs automatically add to float upon vesting, the option strike of $2.11 sits near historical trading ranges, offering upside leverage but only if operational execution improves. The absence of sales suggests confidence, yet this is common practice for directors. From a portfolio perspective, the data neither changes earnings outlook nor risk profile; therefore, I classify the filing as neutral with a tiny positive tilt on alignment.

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
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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^*

Al-Wakeel Yasir B.

(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.
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FAQ

How many MaxCyte (MXCT) shares did Dr. Yasir B. Al-Wakeel acquire?

29,210 RSUs were awarded, representing the same number of common shares upon vesting.

What is the exercise price of the new MaxCyte stock options?

The options allow purchase of shares at $2.11 each.

When do the RSUs granted to the MXCT director vest?

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

How many shares does the director own after the reported transaction?

Dr. Al-Wakeel now directly owns 50,577 common shares.

What is the expiration date of the newly granted MaxCyte options?

The options expire on 17 June 2035.