Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 6, 2026 Longeveron, Inc. (the "Company") issued special equity awards (the "Awards") to the Company's Executive Chairman, pursuant to the Company's current 2021 Incentive Award Plan, as amended and restated. The Awards, approved by the Company's Compensation Committee, are issued in recognition of the Executive Chairman's significant role in completing the Company's March 2026 financing transaction (the "Financing Transaction") and in consideration for his continued service with the Company.

The Awards consists of 500,000 restricted stock units ("RSUs") to acknowledge his role in the Financing Transaction; and an additional 100,000 RSUs and 400,000 non-qualified stock options ("Stock Options") in consideration for his continued service. Each award, granted July 6, 2026, shall be subject to quarterly vesting over a three-year period commencing October 1, 2026, shall vest and automatically convert into, in the case of RSUs, or become exercisable for, in the case of Stock Options, shares of the Company's Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), and were otherwise issued in accordance with the terms of the Company's Fourth Amended and Restated 2021 Incentive Award Plan. The Company's Class B Common Stock is identical in all respects to the Company's Class A Common Stock, par value $0.001 per share ("Class A Common Stock"), other than with respect to voting rights, for which the Class B Common Stock has five (5) votes per share. The Company's Class B Common Stock is convertible at any time at the holder's option into Class A Common Stock.