Cerus (CERS) CLO sells shares under 10b5-1 to cover taxes

Rhea-AI Filing Summary

Cerus Corp Chief Legal Officer Chrystal Jensen reported an open-market sale of 113,008 shares of Common Stock on March 12, 2025. The weighted average sales price was $1.6572 per share, with individual trades ranging from $1.62 to $1.73 per share.

According to the disclosure, these shares were sold under an instruction intended to comply with Rule 10b5-1 to cover statutory tax withholding obligations and related brokerage fees tied to the vesting of restricted stock units, and are described as not a discretionary sale. Following the transactions, Jensen directly holds 946,131 shares of Cerus common stock.

Insights

Equity compensation and insider trading analyst

Pre-planned tax-related sale under 10b5-1, with sizable holdings retained.

Cerus Corp Chief Legal Officer Chrystal Jensen sold 113,008 common shares at a weighted average of $1.6572 on March 12, 2025. The price range for the multiple trades was $1.62 to $1.73 per share.

The footnotes state the sale was executed under an instruction intended to comply with Rule 10b5-1 and was designed to cover statutory tax withholding and brokerage fees on vesting restricted stock units, rather than a discretionary portfolio decision. This characterizes the activity as compensation-related and mechanistic.

After the sale, Jensen directly holds 946,131 shares, indicating a continuing, substantial equity stake. Overall, this looks like a routine tax-related disposition associated with equity compensation, with limited informational value about management’s view of Cerus’s prospects based on this filing alone.

Insider Trade Summary 10b5-1

Net Seller: 113,008 shares ($187,277)

Net Sell 1 txn

Insider Jensen Chrystal

Role Chief Legal Officer

Sold 113,008 shs ($187K)

Type	Security	Shares	Price	Value
Sale	Common Stock	113,008	$1.6572	$187K

Holdings After Transaction: Common Stock — 946,131 shares (Direct)

Footnotes (1)

1. 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. Represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.62 to $1.73 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Jensen Chrystal

(Last) (First) (Middle)

C/O CERUS CORPORATION

1220 CONCORD AVE SUITE 600

(Street)

CONCORD CA 94520

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CERUS CORP [ CERS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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
Common Stock	03/12/2025		S		113,008(1)	D	$1.6572(2)	946,131	D

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

Explanation of Responses:

1. 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.

2. Represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $1.62 to $1.73 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.

	Chrystal N. Jensen	03/16/2026
	** 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 did Cerus (CERS) Chief Legal Officer Chrystal Jensen report in this Form 4?

Chrystal Jensen reported selling 113,008 shares of Cerus common stock. The weighted average sale price was $1.6572 per share, through multiple trades between $1.62 and $1.73. After this transaction, she directly holds 946,131 Cerus shares.

Was the Cerus (CERS) insider sale by Chrystal Jensen a discretionary trade?

The sale is described as non-discretionary. Footnotes explain it was made under an instruction intended to comply with Rule 10b5-1 to cover statutory tax withholding obligations and related brokerage fees tied to vesting restricted stock units, rather than a voluntary portfolio decision.

How many Cerus (CERS) shares does Chrystal Jensen still own after this Form 4?

Following the reported transactions, Chrystal Jensen directly owns 946,131 shares of Cerus common stock. This indicates she retains a significant equity position in the company even after selling 113,008 shares to address tax withholding obligations on vested restricted stock units.

At what prices were the Cerus (CERS) shares sold in this insider transaction?

The reported weighted average sale price was $1.6572 per share. Footnotes clarify that the 113,008 shares were sold in multiple trades at prices ranging from $1.62 to $1.73 per share, and detailed trade breakdowns are available upon request.

Why did Cerus (CERS) Chief Legal Officer sell 113,008 shares according to the filing?

The filing states the sale was to cover statutory tax withholding obligations and brokerage fees tied to the vesting of certain restricted stock units. It was carried out under an instruction intended to comply with Rule 10b5-1, and is characterized as not a discretionary sale.