Camp4 Therapeutics Awards Director 9k Options, Aligns Incentives

Rhea-AI Filing Summary

Camp4 Therapeutics Corp. (CAMP) – Form 4 insider transaction

Director and 10% owner Andrew J. Schwab reported the grant of 9,000 non-qualified stock options on 25 June 2025. The options carry an exercise price of $1.56 per share and expire on 24 June 2035, providing a 10-year term.

• Vesting: The entire award vests on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting of stockholders, subject to Mr. Schwab’s continued board service.
• Ownership status: All 9,000 options are held directly by the reporting person; the filing shows no prior derivative holdings, so the post-grant balance is 9,000 options.
• Transaction code “A” denotes an award rather than an open-market purchase or sale; no cash consideration was paid for the grant (price indicated as $0).

The filing does not disclose any accompanying sales or acquisitions of common shares, nor does it provide earnings or operational data. As such, the Form 4 primarily signals continued equity-based incentive alignment between the director/large shareholder and outside investors.

Positive

• Equity incentive alignment: Grant of 9,000 stock options to a director/10 % owner reinforces alignment with shareholder interests.

Negative

• None.

Insights

Securities Analyst

TL;DR: Option grant to director; aligns incentives, neutral to valuation near-term.

The Form 4 discloses a routine board compensation grant—9,000 options at a strike of $1.56, a level that presumably approximates prevailing market prices. Because the transaction is coded "A" (award), no cash flowed in or out, and there is no signal of active buying or selling pressure. From a governance standpoint, awarding options to a 10 % owner strengthens incentive alignment but does not by itself alter float, cash position, or valuation metrics. Investors may note the one-year vesting schedule, which encourages near-term performance, yet the overall quantum is modest relative to typical insider stakes. I therefore view the disclosure as neutral with limited market impact.

Corporate Governance Expert

TL;DR: Standard equity compensation; no red flags, modest positive on alignment.

Granting options to non-employee directors is commonplace among emerging biotech firms. The single-tranche, one-year cliff vest avoids complex multi-year schedules and is shareholder-friendly because it ties vesting to continued service. The 10-year expiry is standard. Importantly, the award represents incentive, not remediation; there are no indications of repricing or excessive dilution. While the director already owns >10 % of CAMP, the additional 9,000-share option is immaterial to control dynamics. No governance concerns arise, and transparency is adequate. Impact on investors is minimal but directionally positive because it reinforces management-shareholder alignment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Schwab Andrew J.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	9,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 9,000 shares (Direct)

Footnotes (1)

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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).

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^*

Schwab Andrew J.

(Last) (First) (Middle)

C/O CAMP4 THERAPEUTICS CORPORATION

ONE KENDALL SQ., BLDG 1400 WEST, 3RD FL.

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Camp4 Therapeutics Corp [ CAMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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)	$1.56	06/25/2025		A		9,000		(1)	06/24/2035	Common Stock	9,000	$0	9,000	D

Explanation of Responses:

1. The shares underlying the option vest in their entirety on the earlier of the first anniversary of the grant date or the date of the issuer's next annual meeting of stockholders, subject to continued service to the issuer's board of directors through the applicable vesting date.

Remarks:

	/s/ Josh Mandel-Brehm, as Attorney-in-Fact	06/27/2025
	** 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 Camp4 Therapeutics (CAMP) disclose on Form 4?

CAMP reported that Director Andrew J. Schwab was granted 9,000 stock options on 25 June 2025 at an exercise price of $1.56.

Does the filing involve an insider purchase or sale of common stock?

No. The transaction is an option award (code "A"); no common shares were bought or sold.

When do the options granted to Andrew J. Schwab vest?

The options vest in full on the earlier of one year after grant or the company’s next annual shareholder meeting.

What is the expiration date of the newly granted CAMP options?

The options expire on 24 June 2035, giving a 10-year exercise window.

How many derivative securities does the director own after this transaction?

Following the grant, Mr. Schwab beneficially owns 9,000 stock options directly.