Capricor Therapeutics (CAPR) CEO awarded options tied to FDA approval

Rhea-AI Filing Summary

Capricor Therapeutics, Inc. reported that its Chief Executive Officer and director, Linda Marban, received new equity awards on January 5, 2026. She was granted stock options to buy 50,000 shares at $24.81 per share that vest in equal monthly installments of 1/48 beginning February 1, 2026, with an early exercise feature that allows purchase before vesting subject to a company repurchase right. She also received stock options for 100,000 shares at $24.81 per share that vest and become exercisable only upon U.S. Food and Drug Administration approval of Deramiocel, contingent on her continued service. In addition, she was granted 7,500 restricted stock units under the 2025 Equity Incentive Plan, vesting 25% annually starting February 1, 2027, also conditioned on continued service.

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^*

Marban Linda

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

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		50,000		(1)	01/05/2036	Common Stock	50,000	$0	50,000	D
Stock Option (Right to Buy)	$24.81	01/05/2026		A		100,000		(2)	01/05/2027	Common Stock	100,000	$0	100,000	D
Restricted Stock Units	(3)	01/05/2026		A		7,500		(4)	(4)	Common Stock	7,500	$0	7,500	D

Explanation of Responses:

1. The shares vest 1/48th of the first day of each month, commencing February 1, 2026, until the stock option becomes fully vested and exercisable. 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.

2. These shares of the award vest and become exercisable on the date of U.S. Food and Drug Administration approval of Deramiocel. Vesting is subject to the Reporting Person's continued service to the Issuer through the vesting date.

3. Each restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2025 Equity Incentive Plan.

4. The restricted stock units were granted on January 5, 2026 as part of the Issuer's annual equity grant to executive officers. The restricted stock units granted on January 5, 2026 vest annually at a rate of 25% commencing on February 1, 2027. Vesting is subject to the Reporting Person's continued service to the Issuer through the vesting date.

	/s/ Linda Marban	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CAPR report for Linda Marban on January 5, 2026?

Capricor Therapeutics reported that CEO and director Linda Marban received three equity awards on January 5, 2026: stock options for 50,000 shares, stock options for 100,000 shares, and 7,500 restricted stock units, all reported as directly owned.

What are the terms of the 50,000-share stock option grant to CAPRs CEO?

The 50,000-share stock option has an exercise price of $24.81 per share and vests 1/48 on the first day of each month starting February 1, 2026. It is subject to early exercise, with any unvested shares purchased treated as restricted stock subject to a company repurchase right if her service ends before vesting.

How does FDA approval of Deramiocel affect Linda Marbans stock options at CAPR?

The separate 100,000-share stock option for Capricors CEO at an exercise price of $24.81 per share vests and becomes exercisable on the date of U.S. Food and Drug Administration approval of Deramiocel, provided she continues to serve the company through that date.

What are the vesting terms of the 7,500 restricted stock units granted by CAPR?

Each of the 7,500 restricted stock units represents one share of Capricor Therapeutics common stock under the 2025 Equity Incentive Plan. These RSUs were granted on January 5, 2026 and vest at 25% per year, with vesting commencing on February 1, 2027, subject to Linda Marbans continued service.

Is Linda Marbans ownership in these CAPR awards direct or indirect?

For all three reported awardsthe two stock option grants and the 7,500 restricted stock unitsthe filing lists the ownership form as Direct (D), with no separate entity listed in the nature of indirect beneficial ownership.

What roles does Linda Marban hold at Capricor Therapeutics (CAPR)?

The filing identifies Linda Marban as both a director and an officer of Capricor Therapeutics, Inc., with the officer title of Chief Executive Officer.