Jayaraman Vivek K 4

4 · CERUS CORP · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

Cerus COO Vivek Jayaraman Receives RSUs, Sells 42,359 Shares

What Happened

Cerus Corp (CERS) COO Jayaraman Vivek K reported both sales and awards. On 2026-06-30 he sold 42,359 shares in open-market transactions for total proceeds of $124,658 (weighted average $2.94). Also reported were share dispositions of 80,000 shares (surrendered) to cover tax withholding in connection with vesting RSUs. On 2026-07-01 he was granted 554,529 restricted stock units (RSUs) and 369,686 performance rights (a total of 924,215 contingent awards) — both reported as acquisitions at $0 since they are contingent/subject to vesting or performance.

Key Details

Transaction dates and prices:
- 2026-06-30: Open-market sale of 42,359 shares, weighted avg price $2.94; shares sold across prices $2.84–$3.03 per share (total ~$124,658). (F2)
- 2026-06-30: 80,000 shares disposed/surrendered at $0 to satisfy tax withholding and brokerage fees related to RSU vesting (not a discretionary sale). (F1)
- 2026-07-01: Grants of 554,529 RSUs (A) and 369,686 performance rights (A, derivative) reported at $0.
Shares owned after these transactions: Not disclosed in the Form 4 filing.
Notable footnotes:
- F1: The 80,000-share disposition was pursuant to a Rule 10b5-1 instruction to cover statutory tax withholding and brokerage fees (not a discretionary sale).
- F2: Sales price range for the open-market sale was $2.84–$3.03; reporting person can provide breakdown on request.
- F3: RSUs vest 33% on July 1, 2027 and 67% on July 1, 2028, subject to continuous service.
- F4: Performance rights convert to common stock only if Cerus reaches specified stock-price targets.
Filing timeliness: Form filed 2026-07-02; transactions on 6/30–7/1 were reported within the Form 4 filing window.

Context

The 42,359-share sale generated modest proceeds (~$125k) and appears separate from the tax-withholding share surrender; the latter is routine and not an indication of discretionary selling.
The RSUs and performance rights are contingent awards (not immediately tradable shares): RSUs vest over two years, while performance rights depend on stock-price hurdles. Purchases/awards (like these grants) are often more informative about long-term compensation incentives than routine withholding-related dispositions.

Form 4

Period: 2026-06-30

Chief Operating Officer

Transactions

Award
Common Stock
2026-06-30−80,000→ 1,736,707 total
Sale
Common Stock
[F1][F2]
2026-06-30$2.94/sh−42,359$124,658→ 1,694,348 total
Award
Common Stock
[F3]
2026-07-01+554,529→ 2,248,877 total
Award
Performance Rights
[F4]
2026-07-01+369,686→ 369,686 total
Exp: 2029-07-01→ Common Stock (369,686 underlying)

Footnotes (4)

[F1]Represents shares sold pursuant to an instruction intended to comply with the requirement of Rule 10b5-1 that was elected by the Reporting Person on the date of grant to cover statutory tax withholding obligations and corresponding brokerage fees in connection with the vesting of certain restricted stock units and does not represent a discretionary sale by the reporting person.
[F2]Represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $2.84 to $3.03 per share, inclusive. The reporting person undertakes 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 aforementioned range set forth.
[F3]Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs vest in two annual installments with 33% of the grant vesting on July 1, 2027, and 67% of the grant vesting on July 1, 2028, subject to the Reporting Person's continuous service to the Issuer through such vesting date.
[F4]Each performance right represents a contingent right to receive one share of Cerus common stock. The performance rights vest upon Cerus common stock achieving a specified price per share.

Signature

Vivek K. Jayaraman, by Chrystal N. Jensen, attorney-in-fact|2026-07-02

1 file