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Profusa CEO reshapes 334K-share stake

Profusa’s CEO shifted PFSA holdings from an LLC into direct ownership through a member distribution, ending his indirect stake.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Profusa, Inc. (PFSA) reported that Chief Executive Officer Jack E. Stover restructured his holdings in the company’s common stock on August 21, 2026. He received 32,018 shares directly through a pro rata distribution from NorthView Sponsor I LLC, bringing his direct holdings to 32,091 shares, including 73 shares already held. On the same date, 301,991 indirectly held shares attributed to NorthView Sponsor I LLC were distributed to its members, leaving no remaining indirect holdings for Stover through that LLC. The filing notes that Stover is a manager of the LLC and may be deemed to share beneficial ownership of its securities but disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider STOVER JACK E
Role Chief Executive Officer
Type Security Shares Price Value
Other Common Stock F1, F2 32,018 $0.00 $0.00
Other Common Stock F3, F4 301,991 $0.00 $0.00
Holdings After Transaction: Common Stock — 32,091 shares (Direct); Common Stock — 0 shares (Indirect, By NorthView Sponsor I LLC)
Footnotes (4)
  1. F1. Pro rata distribution from NorthView Sponsor I LLC, of which the reporting person is a manager.
  2. F2. Includes 73 shares held directly by the reporting person.
  3. F3. On August 21, 2026, NorthView Sponsor I LLC distributed all its shares of Issuer's common stock to its members, including 32,018 shares to the reporting person.
  4. F4. Jack Stover is a manager of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC. Mr. Stover disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Shares acquired directly 32,018 shares Common stock received by Jack E. Stover on August 21, 2026 via pro rata distribution
Direct holdings after transaction 32,091 shares CEO’s directly held Profusa common stock after August 21, 2026 transactions
Indirect shares distributed 301,991 shares Profusa common stock distributed by NorthView Sponsor I LLC to its members on August 21, 2026
Previously held directly 73 shares Common stock already held directly by Jack E. Stover included in post-transaction total
Restructuring shares total 334,009 shares Total Profusa common stock involved in restructuring-type transactions reported in this Form 4
pro rata distribution financial
"Pro rata distribution from NorthView Sponsor I LLC, of which the reporting person is a manager."
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
beneficial ownership financial
"may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."
indirect ownership financial
"Common Stock transaction reported as indirectly held By NorthView Sponsor I LLC."

FAQ

What insider transactions did Profusa (PFSA) disclose for CEO Jack E. Stover?

Profusa disclosed that CEO Jack E. Stover received 32,018 common shares directly via a pro rata distribution from NorthView Sponsor I LLC and that 301,991 indirectly held shares through the LLC were distributed to its members on August 21, 2026.

How many Profusa (PFSA) shares does the CEO hold directly after this Form 4?

After the reported transactions, CEO Jack E. Stover directly holds 32,091 shares of Profusa common stock, which includes 73 shares that were already held directly before the distribution.

What happened to Jack E. Stover’s indirect Profusa (PFSA) holdings?

NorthView Sponsor I LLC distributed all of its Profusa common stock to its members on August 21, 2026, including 32,018 shares to Jack E. Stover, leaving him with 0 shares reported as indirectly held through that LLC.

Were Profusa (PFSA) CEO Jack E. Stover’s transactions under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirming a plan, and there is no footnote stating that the August 21, 2026 transactions were made under a Rule 10b5-1 trading arrangement.

What is NorthView Sponsor I LLC’s role in the Profusa (PFSA) Form 4?

NorthView Sponsor I LLC previously held Profusa common stock attributed as indirectly owned by Jack E. Stover. On August 21, 2026, it distributed all its shares to members, including 32,018 shares to Stover as part of a pro rata distribution.

Does the Profusa (PFSA) CEO claim full beneficial ownership of the LLC-held shares?

No. The filing states that Jack Stover, as a manager of NorthView Sponsor I LLC, may be deemed to share beneficial ownership of its securities but disclaims beneficial ownership except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
STOVER JACK E

(Last)(First)(Middle)
626 BANCROFT WAY, SUITE A

(Street)
BERKELEY CALIFORNIA 94710

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Profusa, Inc. [ PFSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026J32,018(1)A$032,091(2)D
Common Stock08/21/2026J301,991D$00(3)IBy NorthView Sponsor I LLC(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Pro rata distribution from NorthView Sponsor I LLC, of which the reporting person is a manager.
2. Includes 73 shares held directly by the reporting person.
3. On August 21, 2026, NorthView Sponsor I LLC distributed all its shares of Issuer's common stock to its members, including 32,018 shares to the reporting person.
4. Jack Stover is a manager of NorthView Sponsor I LLC and may be deemed to share beneficial ownership of the securities held by NorthView Sponsor I LLC. Mr. Stover disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Jack Stover09/04/2026
** Signature of Reporting PersonDate
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)

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