Capricor Therapeutics (CAPR) grants options to EVP, counsel at $24.81

Rhea-AI Filing Summary

Capricor Therapeutics executive Karen Krasney, EVP and General Counsel, reported two new stock option awards. Each award is a stock option to buy 22,500 shares of Capricor common stock at an exercise price of $24.81 per share, with no purchase price for receiving the options themselves. One option grant vests in equal monthly installments of 1/48 of the shares on the first day of each month starting February 1, 2026, until fully vested, and includes an early exercise feature with a company repurchase right if service ends before vesting. The second option grant vests and becomes exercisable only on the date the U.S. Food and Drug Administration approves Deramiocel, subject to Krasney’s continued service with the company through that approval date.

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

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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^*

Krasney Karen

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GENERAL COUNSEL

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		22,500		(1)	01/05/2036	Common Stock	22,500	$0	22,500	D
Stock Option (Right to Buy)	$24.81	01/05/2026		A		22,500		(2)	01/05/2027	Common Stock	22,500	$0	22,500	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.

	/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

What did the Capricor Therapeutics (CAPR) Form 4 report for Karen Krasney?

The Form 4 reported that Karen Krasney, EVP and General Counsel of Capricor Therapeutics, Inc., received two grants of stock options, each covering 22,500 shares of Capricor common stock at an exercise price of $24.81 per share.

How do Karen Krasney’s time-based stock options from Capricor vest?

One option grant for 22,500 shares vests 1/48th on the first day of each month, starting February 1, 2026, until fully vested. It is subject to early exercise and a company repurchase right if her service ends before vesting.

What is the FDA approval vesting condition mentioned in the Capricor (CAPR) filing?

The second stock option grant for 22,500 shares vests and becomes exercisable on the date of U.S. Food and Drug Administration approval of Deramiocel, conditioned on Karen Krasney’s continued service to Capricor through that vesting date.

Are the stock options reported in the Form 4 held directly or indirectly by Karen Krasney?

The Form 4 lists the stock options as held with direct (D) ownership by Karen Krasney, with no separate entity or indirect ownership structure indicated in the filing data provided.

What is the exercise price and cost to receive the options granted to Karen Krasney?

Each stock option grant reported gives Karen Krasney the right to buy Capricor common stock at an exercise price of $24.81 per share. The Form 4 shows a price of $0 for acquiring the options themselves.

What happens if Karen Krasney early exercises options before they vest?

If she uses the early exercise feature on the monthly vesting grant, the purchased shares will be treated as restricted stock and will be subject to a repurchase option in favor of Capricor if her service ends before those shares vest.