Capricor (NASDAQ: CAPR) grants CFO stock options and 2,500 RSUs

Rhea-AI Filing Summary

Capricor Therapeutics reported that its Chief Financial Officer, Anthony Bergmann, received new equity awards on January 5, 2026. He was granted two stock options, each covering 25,000 shares of common stock at an exercise price of $24.81 per share, and 2,500 restricted stock units (RSUs).

One 25,000-share option vests in equal monthly installments of 1/48th beginning on February 1, 2026, and is subject to an early exercise feature, with unvested shares subject to repurchase if his service ends. The second 25,000-share option vests and becomes exercisable on the date of U.S. Food and Drug Administration approval of Deramiocel, conditioned on his continued service.

Each RSU represents one share of common stock under the company’s 2025 Equity Incentive Plan. The 2,500 RSUs were granted as part of the annual equity grant to executive officers and vest 25% annually starting on February 1, 2027, subject to 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

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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^*

Bergmann Anthony

(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)
	CHIEF FINANCIAL 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		25,000		(1)	01/05/2036	Common Stock	25,000	$0	25,000	D
Stock Option (Right to Buy)	$24.81	01/05/2026		A		25,000		(2)	01/05/2027	Common Stock	25,000	$0	25,000	D
Restricted Stock Units	(3)	01/05/2026		A		2,500		(4)	(4)	Common Stock	2,500	$0	2,500	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, 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.
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FAQ

What insider transaction did Capricor Therapeutics (CAPR) disclose for its CFO?

Capricor Therapeutics disclosed that Chief Financial Officer Anthony Bergmann received equity awards on January 5, 2026, consisting of stock options and restricted stock units (RSUs) rather than any share sales.

How many stock options were granted to the Capricor (CAPR) CFO and at what price?

The CFO received two stock option grants, each covering 25,000 shares of Capricor common stock, with an exercise price of $24.81 per share for each option.

What are the vesting terms for the CFO’s first stock option grant at Capricor (CAPR)?

The first 25,000-share option vests 1/48th on the first day of each month starting February 1, 2026 until fully vested. It is subject to early exercise, and any unvested shares purchased early are subject to a repurchase option if his service ends before vesting.

When does the performance-based stock option for the Capricor (CAPR) CFO vest?

The second 25,000-share stock option vests and becomes exercisable on the date of U.S. Food and Drug Administration approval of Deramiocel, provided the CFO continues to serve the company through that date.

What restricted stock unit (RSU) award did the Capricor (CAPR) CFO receive and how does it vest?

The CFO was granted 2,500 RSUs, with each RSU representing one share of Capricor common stock under the 2025 Equity Incentive Plan. These RSUs vest at a rate of 25% annually, beginning on February 1, 2027, subject to his continued service.

Are the Capricor (CAPR) CFO’s new equity awards part of an annual program?

Yes. The filing states that the 2,500 RSUs granted on January 5, 2026 were issued as part of Capricor’s annual equity grant to executive officers.