[Form 4] Candel Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Candel Therapeutics, Inc. (CADL) – Form 4 filing dated 06/24/2025

The company’s Chief Financial Officer, Charles Schoch, reported the grant of a stock option for 50,000 shares of common stock with an exercise price of $4.75 per share. The option was issued on 06/20/2025 and will expire on 06/20/2035.

Vesting schedule: 25 % of the award vests on 06/20/2026; the remaining 75 % vests in 36 equal monthly installments thereafter, contingent on continued service.

Following this transaction, Mr. Schoch beneficially owns 50,000 derivative securities (stock options) directly. No open-market purchases or sales of CADL common shares were disclosed.

Insights

Securities Analyst

TL;DR: Routine CFO option grant; aligns incentives, limited immediate market impact.

The filing documents a standard 10-year stock-option award, typical for executive compensation in small-cap biotechs. The 4-year vesting structure encourages long-term value creation but does not signal new information on operations or fundamentals. Because no common shares were bought or sold in the open market, dilution risk is minimal and deferred. Overall, the event is governance-related rather than financially material to near-term valuation.

Corporate Governance Expert

TL;DR: Governance-consistent equity grant; neutral to shareholder rights.

The option aligns Mr. Schoch’s interests with shareholders through performance-contingent vesting. Size (50k shares) appears proportional for a CFO in a development-stage biotech and follows prevailing practice. No 10b5-1 plan was indicated, but as this is an issuance—not a sale—Rule 10b5-1 is not required. Absent accelerated vesting triggers or repricing, the grant poses no red-flag governance concerns.

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

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^*

Schoch Charles

(Last) (First) (Middle)

C/O CANDEL THERAPEUTICS, INC.

117 KENDRICK ST., SUITE 450

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Candel Therapeutics, Inc. [ CADL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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
Stock Option (Right to Buy)	$4.75	06/20/2025		A		50,000		(1)	06/20/2035	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. This option is subject to time-based vesting. 25% of the shares underlying this option shall vest and become exercisable on June 20, 2026, with the remainder vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

	/s/ Charles Schoch	06/24/2025
	** 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 CADL disclose in the Form 4 filed on 06/24/2025?

A 50,000-share stock-option grant to CFO Charles Schoch at an exercise price of $4.75, issued 06/20/2025.

What is the exercise price and term of the new CADL stock options?

The options are exercisable at $4.75 and expire on 06/20/2035 (10-year term).

How do the options granted to CADL’s CFO vest?

25 % vest on 06/20/2026; the remaining 75 % vest monthly over the next 36 months.

Did the Form 4 report any open-market buying or selling of CADL shares?

No. The filing only reported an option award; no common shares were bought or sold.

How many CADL derivative securities does the CFO own after the transaction?

Mr. Schoch now beneficially owns 50,000 stock options directly.