SeaStar Medical (ICU) Amends Equity Plan Share Reserve

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

SeaStar Medical Holding Corp filed an amended and restated equity incentive plan on June 17, 2026. The plan, which became effective in October 2022, has been amended multiple times to increase the available share reserve—most recently by 150,000 shares pending stockholder approval at the 2025 Annual Meeting.

SeaStar Medical Holding Corp filed its amended equity incentive plan on June 17, 2026, detailing the structure and terms governing stock grants and options for employees and other service providers.

Plan History and Share Reserve Increases

The plan became effective on October 18, 2022, after stockholder approval. Since then, the board has increased the share reserve available under the plan on three occasions. In September 2023, stockholders approved an increase of 19,901 shares. In April 2024, the board approved an additional increase of 650,000 shares, subject to approval at the 2024 Annual Meeting. Most recently, on March 26, 2025, the board approved a further increase of 150,000 shares, pending stockholder approval at the 2025 Annual Meeting.

Key Plan Provisions

Under the plan, awards may be adjusted if the company undergoes a stock split, merger, spin-off, extraordinary dividend, or other significant corporate change. The Plan Administrator (the entity managing the plan) has authority to make adjustments it deems appropriate to prevent unintended dilution or enlargement of benefits.

The plan also contains provisions for "substitute awards"—grants that may be issued to assume or replace awards from companies the firm acquires or combines with. These substitute awards generally do not count against the plan's share limit.

In the event of a change in control (a transaction in which an outside party acquires 50% or more voting power over the company, or a majority of board members are replaced within twelve consecutive months), outstanding awards that are not assumed by the acquirer will automatically vest immediately prior to the change in control closing. Award holders would then receive a lump-sum cash payment equal to the value of the shares, calculated as the difference between the fair market value at the change of control and the exercise price—unless the fair market value is below the exercise price, in which case the award is cancelled with no payment.

The board retains broad authority to amend or terminate the plan, subject to stockholder approval where required by law or stock exchange rules, and may not adversely affect vested awards without participant consent.

The plan is scheduled to terminate on the date immediately before the tenth anniversary of its October 2022 effective date, on the date all shares available for issuance are granted as fully vested shares, upon termination of all outstanding awards in connection with a change in control, or upon board action to terminate it.

Key facts

SeaStar Medical Holding Corp (ticker: ICU) filed an 8-K on June 17, 2026 disclosing amendments to its equity incentive plan

The plan became effective October 18, 2022

Share reserve increased by 19,901 shares in September 2023 (approved by stockholders)

Share reserve increased by 650,000 shares in April 2024 (pending 2024 Annual Meeting approval)

Share reserve increased by 150,000 shares in March 2025 (pending 2025 Annual Meeting approval)

Plan terminates on the earliest of: (a) October 17, 2032 (ten years from effective date), (b) issuance of all available shares as fully vested, (c) termination of all awards in a change of control, or (d) board termination

In a change of control, unassumed awards automatically vest and award holders receive cash payment equal to (Fair Market Value – Exercise Price) × number of shares, unless FMV is below exercise price

Why it matters

Equity plans are the primary mechanism companies use to compensate and retain employees through stock options and restricted stock grants. The filing documents SeaStar Medical's plan structure and the increases to its share reserve, which signal the board's intent to expand equity compensation capacity—a key concern for shareholders because each new share granted dilutes existing ownership. The multiple increases (2023, 2024, 2025) suggest sustained hiring or competitive pressure to attract talent in the medical device sector. The plan's change-of-control provisions protect award holders if the company is acquired, but also obligate an acquirer to fund cash payments to vesting employees in that scenario.

Frequently asked

When did SeaStar Medical's equity plan become effective?

The plan became effective on October 18, 2022, after stockholder approval.

How much has the plan's share reserve been increased since 2022?

The share reserve has been increased by a total of 819,901 shares: 19,901 shares approved in September 2023; 650,000 shares approved in April 2024 (pending 2024 Annual Meeting approval); and 150,000 shares approved in March 2025 (pending 2025 Annual Meeting approval).

What happens to employee stock awards if the company is taken over?

If a change of control occurs and the acquirer does not assume or continue an award, the award automatically vests immediately before the change of control closes. Award holders then receive a lump-sum cash payment equal to the excess of the fair market value per share at the change of control over the exercise price, multiplied by the number of shares—unless the fair market value is below the exercise price, in which case the award is cancelled with no payment.

When will SeaStar Medical's equity plan expire?

The plan will terminate on the earliest of the following dates: October 17, 2032 (ten years from the effective date), the date all shares available under the plan have been issued as fully vested shares, the termination of all outstanding awards in connection with a change of control, or the date the board votes to terminate it.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits