Form 4: MaxCyte awards director 29k RSUs, 51k options at $2.11

Rhea-AI Filing Summary

MaxCyte, Inc. (MXCT) – Form 4 filing, 23 Jun 2025

Non-employee director William W. Brooke reported routine equity awards dated 18 Jun 2025 under the company’s director Equity Grant Policy:

• 29,210 Restricted Stock Units (RSUs) at no purchase price. Each RSU converts into one common share and vests 18 Jun 2026, contingent on continued board service.
• 50,790 stock options with an exercise price of $2.11 per share, expiring 17 Jun 2035.

Following the transactions, Brooke’s direct beneficial ownership stands at 100,879 common shares plus 50,790 options. No shares were sold or transferred, and the filing does not indicate use of a Rule 10b5-1 trading plan.

The disclosure is administrative in nature, reflecting the annual director grant rather than market purchases or sales.

Insights

Corporate Governance Expert

TL;DR: Routine annual equity grant; no buying or selling, minimal immediate market impact.

This Form 4 records MaxCyte’s standard non-employee director compensation—RSUs that vest after one year and ten-year options priced at $2.11. Such grants align director incentives with shareholders but involve no cash outlay and no immediate dilution beyond what was already authorized in the equity plan. Brooke’s post-grant ownership of 100,879 shares is unchanged by the RSU contingency and options remain unexercised, so the filing is largely procedural with limited direct valuation effect.

Securities Analyst

TL;DR: Neutral insider activity; indicates ongoing board tenure, not a signal of trading intent.

The award was issued at zero cost (RSUs) and $2.11 (options) and vests/expiries per policy, suggesting no discretionary insider buying or selling. Because these are part of regular compensation cycles, they provide little incremental insight into future price movements. Investors typically view such filings as neutral unless accompanied by open-market transactions or unusually large option grants, neither of which applies here.

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^*

Brooke William W

(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	100,879	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

What securities did MaxCyte (MXCT) grant to director William W. Brooke?

The company granted 29,210 RSUs and 50,790 stock options on 18 Jun 2025.

When do the 29,210 RSUs granted on 18 Jun 2025 vest?

The RSUs vest on 18 Jun 2026, subject to Brooke’s continuous service.

What is the exercise price and expiration of the stock options granted to Brooke?

The options carry a $2.11 exercise price and expire on 17 Jun 2035.

How many MaxCyte shares does Brooke own after the reported grant?

Brooke beneficially owns 100,879 common shares directly, plus the newly awarded 50,790 options.

Was the equity grant part of MaxCyte’s standard director compensation policy?

Yes. The filing states the grant was made pursuant to the Issuer's Equity Grant Policy for non-employee directors.