CARM Chief Scientific Officer exercises options and sells 56,982 shares

Rhea-AI Filing Summary

Michael Klichinsky, Chief Scientific Officer of Carisma Therapeutics, Inc. (CARM), exercised stock options and sold the resulting shares on 10/07/2025. He exercised a fully vested option with an exercise price of $0.11 to acquire 56,982 shares and sold those shares in multiple transactions at a weighted average price of $0.2542. The filing reports 0 shares beneficially owned following the transactions for the reported holdings. The sale prices ranged from $0.2441 to $0.2647, and the reporter offers to provide transaction-level details on request.

Positive

• Option fully vested before exercise, confirming contract exercisability
• Sale prices disclosed with weighted-average $0.2542 and explicit per-trade range ($0.2441–$0.2647)

Negative

• Reported beneficial ownership reduced to 0 shares after the transaction, indicating no remaining direct holdings reported
• All exercised shares sold on the same date, removing potential insider-aligned equity stake

Insights

Corporate Governance Analyst

Insider exercised vested options then sold all resultant shares on the same date.

The reporting officer exercised a fully vested option at $0.11 and sold 56,982 shares at a weighted average of $0.2542

This transaction reduced reported beneficial ownership to 0 shares after the sale; monitor future Form 4s for any re-acquisitions or planned-sale disclosures within Rule 10b5-1 frameworks.

Equity Markets Analyst

Sale size and prices are modest but transparent; proceeds equal shares times weighted average price.

The transaction shows a common pattern: option exercise followed by contemporaneous sale at a market-weighted average between $0.2441 and $0.2647, producing proceeds at that average price level on 10/07/2025.

For investors, the immediate effect on float is small given the share count, but tracking subsequent insider filings will show whether this is an isolated liquidity event or part of a broader pattern over the coming months.

Insider Trade Summary

Net Seller: 56,982 shares ($14,485)

Net Sell 3 txns

Insider Klichinsky Michael

Role Chief Scientific Officer

Sold 56,982 shs ($14K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	56,982	$0.00	--
Exercise	Common Stock	56,982	$0.11	$6K
Sale	Common Stock	56,982	$0.2542	$14K

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Common Stock — 56,982 shares (Direct)

Footnotes (1)

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2441 to $0.2647, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. The option was fully vested.

Form 4 Insider Transactions: What Each Field Means →

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^*

Klichinsky Michael

(Last) (First) (Middle)

3675 MARKET STREET, SUITE 401

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carisma Therapeutics Inc. [ CARM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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
Common Stock	10/07/2025		M		56,982	A	$0.11	56,982	D
Common Stock	10/07/2025		S		56,982	D	$0.2542(1)	0	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)	$0.11	10/07/2025		M			56,982	(2)	11/01/2027	Common Stock	56,982	$0	0	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2441 to $0.2647, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

2. The option was fully vested.

	/s/ Michael Klichinsky	10/08/2025
	** 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 did Carisma's (CARM) Chief Scientific Officer transact on 10/07/2025?

The officer exercised a fully vested option at an exercise price of $0.11 for 56,982 shares and sold those shares the same day at a weighted average price of $0.2542.

How many shares did the insider sell and at what price range?

A total of 56,982 shares were sold in multiple transactions at prices ranging from $0.2441 to $0.2647, with a weighted average of $0.2542.

Did the filing indicate whether the option was vested?

Yes. The filing states the option was fully vested at the time of exercise.

What is the reported beneficial ownership after these transactions?

The Form 4 reports 0 shares beneficially owned following the reported transactions.

Will more transaction-level details be available?

The reporting person states they will provide, upon request, full information about the number of shares sold at each separate price within the disclosed range.