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

Rhea-AI Filing Summary

Capricor Therapeutics director Mike Kelliher reported receiving a stock option grant related to annual board service. On January 5, 2026, he was awarded an option to buy 15,500 shares of common stock at an exercise price of $24.81 per share, all held directly.

The option vests in equal monthly installments, with 1/12 of the grant vesting on the first day of each month starting February 1, 2026, and the final portion vesting on December 31, 2026, after which it is fully vested and exercisable. The option is subject to early exercise, meaning some or all shares can be purchased before they vest, but any such early-exercised shares will be treated as restricted stock and may be repurchased by the company if Kelliher’s service ends before vesting.

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^*

Kelliher Mike

(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).
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 insider transaction did CAPR director Mike Kelliher report?

He reported receiving a stock option (right to buy) covering 15,500 shares of Capricor Therapeutics common stock, granted on January 5, 2026.

What is the exercise price of Mike Kelliher’s Capricor (CAPR) stock options?

The stock option granted to Mike Kelliher has an exercise price of $24.81 per share for the underlying Capricor Therapeutics common stock.

How do the 15,500 Capricor (CAPR) stock options granted to Mike Kelliher vest?

The 15,500 options vest in 12 equal monthly installments: 1/12 on the first day of each month starting February 1, 2026, with the last portion vesting on December 31, 2026.

Are Mike Kelliher’s Capricor stock options subject to early exercise?

Yes. The option is subject to early exercise, so all or part of it may be exercised at any time, even before vesting, subject to the restrictions described.

What happens if the Capricor (CAPR) options are exercised before vesting?

If exercised early, the purchased shares are treated as restricted stock and are subject to a repurchase option in favor of Capricor if Mike Kelliher’s service ends before those shares vest.

How many Capricor derivative securities does Mike Kelliher hold after this Form 4 transaction?

Following this grant, Mike Kelliher beneficially owns 15,500 stock options related to Capricor Therapeutics common stock, held directly.