Capricor Therapeutics (CAPR) director gets 15,500 stock options grant

Rhea-AI Filing Summary

Capricor Therapeutics director Philip J. Gotwals received a stock option grant for 15,500 shares on January 5, 2026. The option has a conversion or exercise price of $24.81 per share and was acquired at a price of $0 as compensation.

The award relates to annual board service and vests in monthly installments. One-twelfth of the option vests on the first day of each month starting February 1, 2026, with the final vesting on December 31, 2026, when it becomes fully exercisable. The option is subject to early exercise, meaning all or part of it can be exercised before vesting, but any such early-exercised shares are treated as restricted stock and may be repurchased by the company if Gotwals’ service ends before they vest.

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

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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^*

Gotwals Philip J

(Last) (First) (Middle)

C/O CAPRICOR THERAPEUTICS, INC.

10865 ROAD TO THE CURE, SUITE 150

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPRICOR THERAPEUTICS, INC. [ CAPR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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)	$24.81	01/05/2026		A		15,500		(1)	01/05/2036	Common Stock	15,500	$0	15,500	D

Explanation of Responses:

1. The shares vest 1/12th of the first day of each month, commencing February 1, 2026, with the last month vesting on December 31, 2026, until the stock option becomes fully vested and exercisable. The award pertains to annual board service. The option is subject to early exercise and, therefore, all or any part of the option can be exercised at any time. If the reporting person elects to take advantage of the early exercise feature and purchase shares prior to the vesting of such shares, the shares will be deemed restricted stock and will be subject to a repurchase option in favor of the Issuer if the reporting person's service to the Issuer terminates prior to vesting.

	/s/ Linda Marban, Attorney-in-Fact	01/07/2026
	** 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).
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FAQ

Who is the insider in this Capricor Therapeutics (CAPR) Form 4 filing?

The reporting person is Philip J. Gotwals, who is identified as a director of Capricor Therapeutics, Inc.

What type of security was reported by Philip J. Gotwals in the CAPR Form 4?

Philip J. Gotwals reported a Stock Option (Right to Buy) as a derivative security related to Capricor Therapeutics common stock.

How many stock options did the Capricor Therapeutics director receive and at what exercise price?

He received 15,500 stock options with a conversion or exercise price of $24.81 per share.

When do the stock options granted to the CAPR director vest?

The options vest 1/12th on the first day of each month, beginning February 1, 2026, with the final portion vesting on December 31, 2026.

What is the purpose of the stock option grant to the Capricor director?

The filing states the stock option award pertains to annual board service for Capricor Therapeutics, Inc.

What does the early exercise feature mean for the CAPR stock options?

The option is subject to early exercise, so all or any part can be exercised at any time. Shares bought before vesting are deemed restricted stock and may be subject to repurchase by the issuer if the director’s service ends before they vest.

What is the expiration date of the stock options reported in this Capricor Form 4?

The stock options reported for Philip J. Gotwals have an expiration date of January 5, 2036.