Profusa (PFSA) CFO granted 818,961 shares and 516,863 warrants in sponsor distribution

Rhea-AI Filing Summary

Profusa, Inc. insider filing shows a significant equity distribution to its CFO. On January 26, 2026, Chief Financial Officer Fred S. Knechtel received 818,961 shares of Common Stock and 516,863 warrants to purchase Common Stock at an exercise price of $11.50 per share.

The footnote explains this was a pro rata distribution for no consideration by NorthView Sponsor I LLC to its members, including Knechtel. Following the transaction, he directly beneficially owned 818,961 Common shares and 516,863 warrants, which are exercisable through July 11, 2030.

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^*

Knechtel Fred S.

(Last) (First) (Middle)

626 BANCROFT WAY, SUITE A

(Street)

BERKELEY CA 94710

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Profusa, Inc. [ PFSA ]

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

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		J(1)		818,961	A	(1)	818,961	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
Warrants	$11.5	01/26/2026		J(1)		516,863		01/26/2026	07/11/2030	Common Stock	516,863	$0	516,863	D

Explanation of Responses:

1. Represents the distribution for no consideration by NorthView Sponsor I LLC (the "Sponsor") to the Reporting Person of (i) 818,961 shares of Common Stock, and (ii) 516,863 warrants to purchase shares of Common Stock, in connection with a pro rata distribution of Issuer securities held by the Sponsor to its members.

	/s/ Fred Knechtel	02/01/2026
	** 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.

FAQ

What does the latest Form 4 reveal about Profusa (PFSA) CFO holdings?

The Form 4 shows Profusa CFO Fred S. Knechtel received 818,961 Common shares and 516,863 warrants on January 26, 2026, via a pro rata distribution, increasing his direct beneficial ownership in both stock and warrants at no cash cost to him.

How many Profusa (PFSA) shares did the CFO acquire in this transaction?

The CFO acquired 818,961 shares of Profusa Common Stock. These shares were distributed for no consideration from NorthView Sponsor I LLC as part of a pro rata distribution of issuer securities to the sponsor’s members, rather than through an open-market purchase.

What warrants did the Profusa (PFSA) CFO receive and on what terms?

The CFO received 516,863 warrants to purchase Profusa Common Stock. Each warrant has an exercise price of $11.50 per share, became exercisable on January 26, 2026, and expires on July 11, 2030, giving multi-year optionality on additional share purchases.

Was cash paid for the Profusa (PFSA) shares and warrants reported on this Form 4?

No cash was paid by the CFO. The filing states the shares and warrants were distributed for no consideration by NorthView Sponsor I LLC to its members, including the reporting person, as part of a pro rata distribution of Profusa securities held by the sponsor.

Who is the reporting person on this Profusa (PFSA) Form 4 and what is their role?

The reporting person is Fred S. Knechtel, who serves as Profusa’s Chief Financial Officer. The filing classifies him as an officer, and the reported transactions reflect changes in his direct beneficial ownership of Common Stock and related stock purchase warrants.

What is the significance of transaction code J on the Profusa (PFSA) Form 4?

Transaction code J indicates “other” types of transactions. Here, it reflects a non-market distribution: Profusa securities were transferred for no consideration from NorthView Sponsor I LLC to the CFO as part of a pro rata distribution, rather than a typical open-market trade.