Tivic Health (TIVC) Form 4: 45K Options Granted to COO at $3.32

Rhea-AI Filing Summary

Michael K. Handley, Chief Operating Officer of Tivic Health Systems (TIVC), received an equity award. The Form 4 reports an employee stock option to purchase 45,000 shares of common stock with an exercise price of $3.32. The option was granted on 08/06/2025, is exercisable according to the stated vesting schedule and shows 45,000 underlying shares held directly after the grant. The option expires on 08/05/2035 and vests 50% on the first anniversary, with the remaining 50% in twelve equal quarterly installments so the award fully vests by year four.

Positive

• Officer received an equity grant of 45,000 options, aligning management incentives with shareholders
• Vesting schedule is time-based (50% at first anniversary, remainder over 12 quarterly installments), supporting retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A standard executive option grant aligns the COO with shareholders but raises routine reporting obligations.

The Form 4 documents an option award to the Chief Operating Officer for 45,000 shares at $3.32 per share, reported as a direct holding. The grant includes a common multi-year vesting schedule that ties pay to future service and potential share-price performance. From a governance perspective, this is a routine compensation action; disclosure is required and was provided. Absent other context on dilution or total outstanding equity, this single grant appears procedural rather than materially transformative.

Compensation Analyst

TL;DR: The award is a typical retention/incentive instrument; materiality depends on company capitalization not included here.

The instrument is an employee stock option with a $3.32 exercise price and a ten-year term expiring 08/05/2035, covering 45,000 shares with a time-based vesting schedule (50% at year one, balance over 12 quarters). This structure is conventional for executive long-term incentives. Without details on total shares outstanding or prior grants, we cannot quantify dilution or cost, so the item should be treated as routine compensation disclosure rather than a major capital event.

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
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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^*

Handley Michael K

(Last) (First) (Middle)

47685 LAKEVIEW BOULEVARD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tivic Health Systems, Inc. [ TIVC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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

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
Employee Stock Option (Right to Purchase)	$3.32	08/06/2025		A		45,000		(1)	08/05/2035	Common Stock	45,000	$0.00	45,000	D

Explanation of Responses:

1. The stock option vests as follows: (i) 50% upon the first anniversary of the grant date, and (ii) the remaining 50% in a series of twelve (12) successive equal quarterly installments, rounded downward to the nearest whole share, measured from the first anniversary of the grant date, such that 100% of the stock option will be vested upon the fourth anniversary of the grant date.

	/s/ Jennifer Ernst, attorney-in-fact	08/08/2025
	** 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 insider transaction did Michael K. Handley report for TIVC?

The report shows an employee stock option grant of 45,000 shares with an exercise price of $3.32 granted on 08/06/2025.

What is the vesting schedule for the TIVC option reported on Form 4?

The option vests 50% on the first anniversary of the grant and the remaining 50% in twelve equal quarterly installments, fully vesting by year four.

When does the option for the TIVC grant expire?

The option expiration date is listed as 08/05/2035.

How many shares underlying the derivative were reported and is ownership direct or indirect?

The Form 4 lists 45,000 underlying common shares and indicates direct (D) ownership following the transaction.

Who signed the Form 4 filing for this TIVC transaction?

The filing bears the signature of Jennifer Ernst, attorney-in-fact dated 08/08/2025.