Form 4: Lisata Therapeutics CEO Granted Equity, Sells Shares for Tax

Lisata Therapeutics' President & CEO, David J. Mazzo, was granted 81,000 restricted stock awards and 40,000 stock options, while also selling 41,096 shares to cover tax liabilities.

Summary

• David J. Mazzo, President & CEO and Director of Lisata Therapeutics, Inc. (LSTA), reported changes in his beneficial ownership.
• He was granted 81,000 restricted stock awards (RSAs) on January 9, 2026, with a grant price of $0. These RSAs vest in four equal installments: one-fourth immediately, and one-fourth on each of the first, second, and third annual anniversaries of the grant date.
• He also acquired 40,000 stock options on January 9, 2026, with an exercise price of $1.97. These options also vest in four equal installments, similar to the RSAs, and expire on January 9, 2036.
• Concurrently, Mazzo disposed of a total of 41,096 shares of common stock on January 9, 2026, at a price of $1.97 per share. These shares were withheld to cover tax liabilities arising from the vesting of restricted stock.
• Following these transactions, Mazzo beneficially owns 311,890 shares of common stock directly, which includes 124,750 unvested restricted stock. He also directly owns 40,000 derivative securities (stock options).

Sentiment

Score: 7

Explanation: The filing indicates a positive alignment of management's interests with shareholders through significant equity grants. The share dispositions are for routine tax purposes, which is a neutral event.

Positives

• The grant of 81,000 restricted stock awards and 40,000 stock options to the President & CEO aligns management's interests with long-term shareholder value.
• The multi-year vesting schedule encourages sustained performance and retention of key leadership.

Negatives

• The disposition of 41,096 shares, while for tax purposes, represents a reduction in the CEO's direct common stock holdings.

Future Outlook

The restricted stock awards and stock options granted to the President & CEO are structured with a multi-year vesting schedule, with one-fourth vesting immediately and the remaining portions vesting annually over the next three years, indicating a long-term incentive structure.

Management Comments

• David J. Mazzo, President & CEO, was granted 81,000 restricted stock awards and 40,000 stock options as part of his compensation package.
• Shares were withheld to satisfy tax obligations upon the vesting of previously granted restricted stock.

Industry Context

This filing reflects a routine executive compensation event, common in the biotechnology and pharmaceutical industries, where equity grants are a standard mechanism to incentivize leadership and align their financial interests with the company's long-term performance and shareholder value creation.

Comparison to Industry Standards

• The equity compensation structure, involving restricted stock awards and stock options with multi-year vesting, is a standard practice for executive remuneration across publicly traded companies, particularly in the life sciences sector.
• While the filing does not provide specific comparable companies or projects, this type of incentive package is consistent with global benchmarks for attracting and retaining senior leadership.

Related Party Transactions

• The transactions involve the grant of equity compensation to David J. Mazzo, the President & CEO and a Director of Lisata Therapeutics, Inc., which constitutes a related-party transaction in the context of executive compensation.

Stakeholder Impact

• Shareholders: The equity grants to the CEO are intended to align his long-term interests with those of the shareholders, potentially leading to increased focus on company performance and value creation.
• Employees: The compensation structure for the CEO may set a precedent or reflect the company's overall approach to executive incentives.

Next Steps

• Future vesting of the 81,000 restricted stock awards on the first, second, and third annual anniversaries of January 9, 2026.
• Future vesting of the 40,000 stock options on the first, second, and third annual anniversaries of January 9, 2026.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation, including equity grants and tax-related share sales. While the grants are a positive for aligning management incentives with shareholder interests, the information presented is not substantial enough to warrant a change in an existing investment thesis or to provide a strong buy/sell signal based solely on this disclosure.

Keywords

LISATA THERAPEUTICS, LSTA, Form 4, insider transaction, executive compensation, restricted stock awards, stock options, CEO, equity grant, tax withholding