Capricor (NASDAQ: CAPR) CFO sells 900 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

CAPRICOR THERAPEUTICS, INC. Chief Financial Officer Anthony Bergmann executed an exercise-and-sell pattern in company stock. He exercised stock options to acquire a total of 900 shares of Common Stock at $3.18 per share and sold 900 shares in open-market transactions at $30.00 per share on two dates.

Following these transactions, he directly holds 11,223 shares of Common Stock. The sales were made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted in December 2025, indicating the timing was established in advance as part of a scheduled trading program.

Insights

Equity compensation and insider-trading analyst

Routine option exercise and small pre-planned sales; neutral signal.

CFO Anthony Bergmann exercised stock options at a strike price of $3.18 to obtain 900 shares, then sold 900 shares of CAPRICOR THERAPEUTICS, INC. Common Stock at $30.00 per share in open-market trades.

The transactions occurred on June 22, 2026 and June 24, 2026, and were executed under a Rule 10b5-1 trading plan adopted in December 2025. Such pre-planned sales are typically viewed as routine portfolio management rather than discretionary market-timing decisions.

After these trades, Bergmann holds 11,223 Common Stock shares directly. Given the modest scale and pre-planned nature, this activity is best interpreted as a neutral administrative event related to equity compensation rather than a major change in insider sentiment.

Insider Trade Summary

Net Seller: 900 shares ($27,000)

Net Sell 6 txns

Insider Bergmann Anthony

Role CHIEF FINANCIAL OFFICER

Sold 900 shs ($27K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	400	$0.00	--
Exercise	Common Stock	400	$3.18	$1K
Sale	Common Stock	400	$30.00	$12K
Exercise	Stock Option (Right to Buy)	500	$0.00	--
Exercise	Common Stock	500	$3.18	$2K
Sale	Common Stock	500	$30.00	$15K

Holdings After Transaction: Stock Option (Right to Buy) — 116,080 shares (Direct, null); Common Stock — 11,623 shares (Direct, null)

Footnotes (1)

1. Shares were sold pursuant to a 10b5-1 trading plan adopted in December 2025 by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Shares vested 1/48th on the first day of each month commencing February 1, 2022.

Key Figures

Shares sold: 900 shares Sale price: $30.00 per share Options strike price: $3.18 per share +4 more

7 metrics

Shares sold 900 shares Open-market Common Stock sales at $30.00 per share

Sale price $30.00 per share Common Stock sales on June 22 and June 24, 2026

Options strike price $3.18 per share Stock Option (Right to Buy) exercise price

Shares acquired via exercise 900 shares Common Stock obtained through option exercises

Post-transaction holdings 11,223 shares Common Stock directly owned after transactions

Option expiration January 3, 2032 Expiration date for exercised Stock Option series

Net share change -900 shares NetBuySellShares from transaction summary

Key Terms

Rule 10b5-1 trading plan, Stock Option (Right to Buy), open-market sale, Exercise or conversion of derivative security, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"Shares were sold pursuant to a 10b5-1 trading plan adopted in December 2025"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

total_shares_following_transaction financial

"total_shares_following_transaction": "11223.0000""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 08:00 PM Accepted by SEC EDGAR 06/24/2026 - 08:00 PM Learn about SEC filing dates

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^*

Bergmann Anthony

(Last) (First) (Middle)

C/O CAPRICOR THERAPEUTICS, INC.

10865 ROAD TO THE CURE, SUITE 150

(Street)

SAN DIEGO CALIFORNIA 92121

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CHIEF FINANCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Stock	06/22/2026		M		500	A	$3.18	11,723	D
Common Stock	06/22/2026		S(1)		500	D	$30	11,223	D
Common Stock	06/24/2026		M		400	A	$3.18	11,623	D
Common Stock	06/24/2026		S(1)		400	D	$30	11,223	D

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)	$3.18	06/22/2026		M			500	(2)	01/03/2032	Common Stock	500	$0	116,480	D
Stock Option (Right to Buy)	$3.18	06/24/2026		M			400	(2)	01/03/2032	Common Stock	400	$0	116,080	D

Explanation of Responses:

1. Shares were sold pursuant to a 10b5-1 trading plan adopted in December 2025 by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

2. Shares vested 1/48th on the first day of each month commencing February 1, 2022.

	/s/ Linda Marban, Attorney-in-Fact	06/24/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CAPR’s CFO Anthony Bergmann report in this Form 4 filing?

Anthony Bergmann, CFO of CAPRICOR THERAPEUTICS, INC. (CAPR), reported exercising options for 900 Common Stock shares at $3.18 and selling 900 shares at $30.00. These transactions reflect routine equity compensation activity rather than new share grants or company-level financing events.

How many CAPR shares did the CFO sell and at what price?

The CFO sold a total of 900 shares of CAPRICOR Common Stock at $30.00 per share in open-market transactions. These sales occurred in two trades on June 22, 2026 and June 24, 2026, matching the 900 shares acquired through option exercises.

What stock options did the CAPR CFO exercise in this filing?

Bergmann exercised stock options described as “Stock Option (Right to Buy)” with a conversion or exercise price of $3.18 per share. He exercised options covering 900 underlying Common Stock shares, split between 500 shares on June 22, 2026 and 400 shares on June 24, 2026.

Was the CAPR CFO’s stock sale part of a Rule 10b5-1 trading plan?

Yes. A footnote explains that the Common Stock shares were sold under a Rule 10b5-1 trading plan adopted in December 2025. Such plans pre-schedule trades, which means the timing of these June 2026 sales was determined in advance, reducing their informational timing value.

How many CAPR shares does the CFO own after these transactions?

After completing the option exercises and related sales, the CFO directly holds 11,223 shares of CAPRICOR Common Stock. This post-transaction balance is reported in the Form 4 and helps show that, despite the sales, he continues to maintain a meaningful direct equity position in the company.

Do these CAPR insider transactions indicate a major change in ownership?

The filing shows 900 shares sold and 900 shares acquired through option exercises, with 11,223 shares held afterward. Based on the disclosed figures, the transactions represent relatively small, pre-planned trades linked to equity compensation, rather than a substantial shift in the CFO’s overall ownership stake.