SANUWAVE Health (SNWV) insiders detail December share sales, positions

Rhea-AI Filing Summary

SANUWAVE Health affiliated holders reported sales of the company’s common stock by a group including JEB Partners, L.P. and related investment entities. On December 11, 2025, they sold 13,500 shares at a weighted average price of $31.2798, followed by a sale of 6,500 shares on December 12, 2025 at a weighted average price of $21.0444, both reported with transaction code “S.”

Following these transactions, 63,999 shares of SANUWAVE Health common stock were reported as indirectly beneficially owned through JEB Partners, L.P., with indirect interests attributed to Manchester Management Company, LLC, Manchester Management PR, LLC and James E. Besser. Additional lines report 2,000 shares directly owned by James E. Besser, 863,980 shares owned directly by Manchester Explorer, L.P., and 52,653 securities and warrants directly owned by Morgan C. Frank, with each party disclaiming beneficial ownership beyond their pecuniary interest.

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^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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

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

	Form filed by One Reporting Person
X	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, par value $0.001	12/11/2025		S		13,500	D	$31.2798(2)	70,499	I	See Footnote(1)
Common Stock, par value $0.001	12/12/2025		S		6,500	D	$21.0444(3)	63,999	I	See Footnote(1)
Common Stock, par value $0.001								2,000	D(4)
Common Stock, par value $0.001								863,980	I	See Footnote(5)
Common Stock, par value $0.001								52,653	D(6)

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

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by Deputization

Explanation of Responses:

1. The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Manchester Explorer, L.P. ("Explorer"), (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $31.05 to $31.525. The Reporting Persons undertake 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $30.765 to $31.60. The Reporting Persons undertake 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.

4. The reported securities are directly owned by James E. Besser in his personal capacity.

5. The reported securities are owned directly by Explorer and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of Explorer, (ii) Manchester PR, the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

6. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.

	Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member	12/15/2025
	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	12/15/2025
	Morgan C. Frank, By: /s/ Morgan C. Frank	12/15/2025
	James E. Besser, By: /s/ James E. Besser	12/15/2025
	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	12/15/2025
	** 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

What insider share sales did SANUWAVE Health (SNWV) report in this filing?

The filing reports that affiliated holders sold 13,500 shares of SANUWAVE Health common stock on December 11, 2025 and 6,500 shares on December 12, 2025, both reported under transaction code “S.”

What prices were received for the SANUWAVE Health (SNWV) share sales?

The 13,500 shares sold on December 11, 2025 had a weighted average price of $31.2798, and the 6,500 shares sold on December 12, 2025 had a weighted average price of $21.0444, with each sale executed in multiple transactions within the price ranges described in the footnotes.

How many SANUWAVE Health (SNWV) shares remain beneficially owned after the reported transactions?

After the reported sales, 63,999 shares of SANUWAVE Health common stock are shown as indirectly beneficially owned through JEB Partners, L.P., in addition to other reported positions of 2,000 shares directly owned by James E. Besser, 863,980 shares owned directly by Manchester Explorer, L.P., and 52,653 securities and warrants directly owned by Morgan C. Frank.

Who are the reporting persons in this SANUWAVE Health (SNWV) insider transaction report?

The report identifies interests held through entities including JEB Partners, L.P., Manchester Management Company, LLC, Manchester Explorer, L.P., and Manchester Management PR, LLC, as well as individuals James E. Besser and Morgan C. Frank, with each party disclaiming beneficial ownership beyond their pecuniary interest.

How is indirect beneficial ownership of SANUWAVE Health (SNWV) shares structured in this filing?

The shares reported as owned directly by JEB Partners, L.P. and Manchester Explorer, L.P. may be deemed indirectly beneficially owned by Manchester Management Company, LLC, Manchester Management PR, LLC, James E. Besser and, for the Explorer position, by Morgan C. Frank, as described in the explanatory footnotes.

Do the reporting persons in the SANUWAVE Health (SNWV) filing claim full beneficial ownership of all reported shares?

No. The explanatory notes state that the reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest, and that the report should not be deemed an admission of beneficial ownership for Section 16 or other purposes.