Jennifer Ernst receives four-year vesting option grant at Tivic Health (TIVC)

Rhea-AI Filing Summary

Jennifer Ernst, who serves as Chief Executive Officer and a director of Tivic Health Systems, Inc. (TIVC), received a grant of 85,000 employee stock options with an exercise price of $3.32. The options vest 50% on the first anniversary of the grant and the remaining 50% in twelve equal quarterly installments, so the award is fully vested by the fourth anniversary. The grant is held directly and the instrument lists an expiration date of 08/05/2035, providing roughly a ten-year term to exercise. This filing reports the occurrence and material vesting terms of the award but does not disclose market-price context, tax treatment, or any performance-based conditions.

Positive

• 85,000-option grant provides direct long-term incentive to the CEO with explicit vesting terms
• Clear vesting schedule: 50% after one year and the remainder in 12 equal quarterly installments, fully vested at four years
• 10-year term indicated by the listed expiration date of 08/05/2035, giving time to realize value

Negative

• Potential dilution of 85,000 shares upon exercise is disclosed but company share count or percentage dilution is not provided
• No performance conditions disclosed; vesting is solely time-based, which may not tie pay directly to performance metrics

Insights

Corporate Governance Expert

TL;DR Time-based option grants to executives are a standard retention tool; this grant aligns long-term pay with shareholder value creation.

The 85,000-option award uses a multi-year, time-based vesting schedule that encourages retention through a four-year horizon, which is common practice in executive compensation. The direct ownership and explicit vesting schedule increase transparency. The filing does not disclose performance conditions or additional service requirements beyond vesting dates, so alignment is purely tenure-based rather than performance-linked. Impact on governance is neutral to modestly positive because the structure supports long-term alignment without introducing complex contingencies.

Compensation/Equity Analyst

TL;DR An 85,000-option grant at $3.32 with a ~10-year term is a normal executive equity award; dilution and pay-for-performance details are key to assess materiality.

The grant specifies an exercise price of $3.32 and an expiration date of 08/05/2035, indicating a roughly ten-year option term. Vesting (50% after one year, remainder over 12 quarterly installments) spreads realized exposure over four years. From a compensation accounting and dilution perspective, the immediate issuance increases potential outstanding shares by 85,000 upon exercise; however, the filing provides no information on the company’s outstanding share count, market price at grant, or any performance hurdles, limiting quantitative assessment of dilution or anticipated expense. Overall investor impact appears routine absent additional context.

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^*

Ernst Jennifer

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		85,000		(1)	08/05/2035	Common Stock	85,000	$0.00	85,000	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	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Jennifer Ernst report on the Form 4 for TIVC?

She received 85,000 employee stock options as an award, reported as a direct acquisition.

What is the exercise price of the options granted to the TIVC CEO?

The exercise price is $3.32 per share as stated in the filing.

How do the options granted to Jennifer Ernst vest?

50% vests on the first anniversary of the grant and the remaining 50% vests in 12 equal quarterly installments, fully vesting at the fourth anniversary.

When do the options expire?

The listed expiration date is 08/05/2035.

Is the ownership direct or indirect?

The filing shows direct ownership (D) of the 85,000 options.