CAMP4 Therapeutics Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

CAMP4 Therapeutics (Nasdaq: CAMP) announced an inducement option grant on February 16, 2026 to a newly hired employee. The company granted a non-qualified stock option for 8,000 shares with a 10-year term and an exercise price of $3.85, equal to the closing price on the grant date.

The option vests over four years: 25% on the first anniversary and the remainder in 36 equal monthly installments, subject to continued service, under an Inducement Option Award Agreement.

Key Figures

Option shares: 8,000 shares Exercise price: $3.85 per share Option term: 10 years +4 more

7 metrics

Option shares 8,000 shares Non-qualified stock option inducement grant

Exercise price $3.85 per share Equal to CAMP4’s closing price on Feb 16, 2026 grant date

Option term 10 years Term of the inducement stock option

Vesting cliff 25% Vests on one-year anniversary of employment start

Vesting duration 4 years Overall vesting period for the inducement option

Monthly installments 36 installments Remaining option vesting after first year

Grant date February 16, 2026 Date the inducement option was granted

Market Reality Check

Price: $4.34 Vol: Trading volume of 4,445 s...

low vol

$4.34 Last Close

Volume Trading volume of 4,445 shares is far below the 20-day average of 63,181 (relative volume 0.07), suggesting limited pre-news positioning. low

Technical Shares at $4.45 were trading above the $3.10 200-day moving average, indicating a recovery from prior lows but still below the $7.305 52-week high.

Peers on Argus

CAMP’s price change of 0.11% was minimal while momentum-screened biotech peers l...

3 Up

CAMP’s price change of 0.11% was minimal while momentum-screened biotech peers like GANX, MAIA, and PYPD were moving up. Broader biotech strength did not translate into a notable move in CAMP around this small inducement grant.

Historical Context

5 past events · Latest: Jan 16 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 16	Inducement option grant	Neutral	-21.0%	Single-employee inducement option for 8,000 shares with 10-year term.
Jan 06	Conference appearance	Neutral	+0.0%	Planned corporate update at J.P. Morgan Healthcare Conference.
Dec 18	Equity offering	Negative	-12.9%	Pricing of 5,000,000-share offering at $6.00 for $30M gross proceeds.
Dec 18	GSK collaboration	Positive	-12.9%	Strategic ASO collaboration with GSK with $17.5M upfront and milestones.
Dec 12	Inducement grants	Neutral	+4.0%	Board-approved inducement options totaling 92,000 shares to four new hires.

Pattern Detected

Recent material financings and a major GSK collaboration were followed by negative price reactions, while routine inducement grants have produced mixed or divergent moves.

Recent Company History

Over the last six months, CAMP has combined strategic and financing activity with routine HR-related equity grants. On Dec 18, 2025, it announced a $30.0 million underwritten offering at $6.00 and a separate GSK collaboration with $17.5 million upfront and up to $440 million in milestones, both followed by -12.9% moves. Multiple inducement option grants in Dec 2025 and Jan 2026 involved small option awards and drew varied reactions, while a J.P. Morgan conference appearance on Jan 14, 2026 saw no meaningful price change.

Regulatory & Risk Context

Active S-3 Shelf · $300,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-10

$300,000,000 registered capacity

An effective Form S-3 shelf filed on Nov 10, 2025 registers up to $300,000,000 of securities and includes an at-the-market component of up to $100,000,000. It has already been used in connection with a 424B5 underwritten offering and a 424B3 resale registration, indicating an established mechanism for future capital raises.

Market Pulse Summary

This announcement details a modest inducement stock option of 8,000 shares at a $3.85 exercise price...

Analysis

This announcement details a modest inducement stock option of 8,000 shares at a $3.85 exercise price, vesting over 4 years under Nasdaq Listing Rule 5635(c)(4). It follows a series of similar grants and larger capital actions, including a $30.0 million offering and a $300,000,000 Form S-3 shelf with ATM capacity. Investors evaluating this news in context may focus more on the company’s broader financing tools, past price reactions to offerings, and upcoming clinical milestones than on this small HR-related grant.

Key Terms

nasdaq listing rule 5635(c)(4), non-qualified stock option, exercise price, vesting, +1 more

5 terms

nasdaq listing rule 5635(c)(4) regulatory

"as an inducement material to such employee’s entry into employment... in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

non-qualified stock option financial

"granted a non-qualified stock option to purchase 8,000 shares of the Company’s common stock"

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

exercise price financial

"an exercise price per share of $3.85, which is equal to the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"The Inducement Grant will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

inducement option award agreement regulatory

"The Inducement Grant was granted pursuant to, and is subject to, the terms and conditions of an Inducement Option Award Agreement."

An inducement option award agreement is a contract that gives a new employee or executive the right to buy company shares at a set price as a hiring incentive, similar to a signing bonus paid in stock rather than cash. Investors care because these awards can increase the number of shares outstanding (dilution), create future expense on the company’s books, and signal how management is being rewarded and motivated to grow the business.

AI-generated analysis. Not financial advice.

CAMBRIDGE, Mass., Feb. 20, 2026 (GLOBE NEWSWIRE) -- CAMP4 Therapeutics Corporation (“CAMP4” or “the Company”) (Nasdaq: CAMP), a clinical-stage biopharmaceutical company developing a pipeline of regulatory RNA-targeting therapeutics designed to upregulate gene expression with the goal of restoring healthy protein levels to treat a broad range of genetic diseases, today announced that on February 16, 2026 (the “Grant Date”), the Compensation Committee of the Company’s Board of Directors granted a non-qualified stock option to purchase 8,000 shares of the Company’s common stock to a newly hired employee of the Company as an inducement material to such employee’s entry into employment with the Company, in accordance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Grant”).

The Inducement Grant has a ten-year term and an exercise price per share of $3.85, which is equal to the closing price of CAMP4’s common stock as of the Grant Date. The Inducement Grant will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of the employee’s first day of employment with the Company, and thereafter the remainder of the option will vest in 36 equal monthly installments, subject to the employee’s continued service with CAMP4 through the applicable vesting dates. The Inducement Grant was granted pursuant to, and is subject to, the terms and conditions of an Inducement Option Award Agreement.

About CAMP4 Therapeutics 
CAMP4 is developing disease-modifying treatments for a broad range of genetic diseases where amplifying healthy protein may offer therapeutic benefits. Our approach amplifies mRNA by harnessing a fundamental mechanism of how genes are controlled. To amplify mRNA, our therapeutic ASO drug candidates target regulatory RNAs (regRNAs), which act locally on transcription factors and are the master regulators of gene expression. CAMP4’s proprietary RAP Platform® enables the mapping of regRNAs and generation of therapeutic candidates designed to target the regRNAs associated with genes underlying haploinsufficient and recessive partial loss-of-function disorders, of which there are more than 1,200, in which a modest increase in protein expression may have the potential to be clinically meaningful. For more information, visit camp4tx.com.

Contacts

Investor Relations:
Sara Michelmore
Milestone Advisors
sara@milestone-advisorsllc.com

Media:
Jason Braco, Ph.D.
LifeSci Communications
jbraco@lifescicomms.com

FAQ

What did CAMP4 (CAMP) grant in the inducement award dated February 16, 2026?

CAMP4 granted a non-qualified option to purchase 8,000 shares with a ten-year term and $3.85 exercise price. According to the company, the option was granted as an inducement material to a new employee's hiring and is subject to an Inducement Option Award Agreement.

How does the CAMP4 inducement option vest and when is first vesting?

The option vests over four years with 25% vesting after one year and monthly thereafter for 36 months. According to the company, continued service through each vesting date is required for the employee to realize the shares.

What is the exercise price and how was it determined for CAMP4's inducement grant?

The exercise price is $3.85 per share, equal to the closing price of CAMP4 common stock on the grant date. According to the company, the price matches the market close on February 16, 2026, the stated Grant Date.

What are the term and expiration for the CAMP4 inducement stock option?

The inducement option carries a ten-year term from the grant date before expiration. According to the company, the option must be exercised within that ten-year period subject to the award agreement's terms.

Why did CAMP4 (CAMP) issue an inducement grant under Nasdaq Listing Rule 5635(c)(4)?

CAMP4 issued the inducement grant to facilitate hiring a new employee by providing equity-based compensation tied to service-based vesting. According to the company, the grant was made in accordance with Nasdaq Listing Rule 5635(c)(4).