MaxCyte (MXCT) CFO covers RSU tax withholding through automatic share sale

Rhea-AI Filing Summary

MAXCYTE, INC. Chief Financial Officer Douglas J. Swirsky reported an open-market sale of 10,142 shares of common stock at a weighted average price of $0.815 per share. The shares were sold automatically to cover tax withholding due upon the vesting of previously granted RSUs, and are described as a non-discretionary “sale to cover” transaction. After this sale, Swirsky directly holds 151,669 shares of MaxCyte common stock.

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^*

Swirsky Douglas J

(Last) (First) (Middle)

C/O MAXCYTE, INC.

9713 KEY WEST AVENUE, SUITE 400

(Street)

ROCKVILLE MARYLAND 20850

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/17/2026		S(1)		10,142	D	$0.815(2)	151,669	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

Explanation of Responses:

1. These shares were sold to cover tax withholding due upon vesting of previously granted restricted stock units ("RSUs"). Such "sale to cover" was automatically effected to satisfy tax withholding obligations and does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of RSUs for certain employees of the Issuer, including the Reporting Person. These shares were sold in multiple transactions at prices ranging from $0.783 to $0.825, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Douglas J. Swirsky	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MaxCyte (MXCT) report for its CFO?

MaxCyte reported that CFO Douglas J. Swirsky sold 10,142 shares of common stock. The transaction was an automatic “sale to cover” tax withholding arising from the vesting of previously granted restricted stock units, rather than a discretionary decision to reduce his investment position.

How many MaxCyte (MXCT) shares did the CFO sell and at what price?

Douglas J. Swirsky sold 10,142 shares of MaxCyte common stock at a weighted average price of $0.815 per share. The broker executed multiple trades between $0.783 and $0.825, all solely to cover tax obligations tied to restricted stock unit vesting.

Why did the MaxCyte (MXCT) CFO sell shares in this Form 4 filing?

The shares were sold to cover tax withholding due upon the vesting of previously granted restricted stock units. The filing explains this “sale to cover” was automatically effected by the issuer’s broker and does not represent a discretionary trade or active portfolio decision by the CFO.

How many MaxCyte (MXCT) shares does the CFO hold after this transaction?

Following the tax-related sale, Douglas J. Swirsky directly holds 151,669 shares of MaxCyte common stock. This post-transaction balance, disclosed in the Form 4, shows he continues to maintain a substantial equity stake in the company after satisfying his RSU tax obligations.

Does the MaxCyte (MXCT) CFO’s share sale signal a change in his investment stance?

The filing characterizes the transaction as a non-discretionary “sale to cover” for tax withholding on RSU vesting. Because it was automatically executed to satisfy tax obligations, it does not indicate an intentional change in the CFO’s investment stance toward MaxCyte.