[Form 4] Calidi Biotherapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Calidi Biotherapeutics insider grant: Chief Executive Officer Eric E. Poma was granted 10,000 incentive stock options under the issuer's 2023 Equity Incentive Plan on 09/03/2025 at an exercise price of $1.58, equal to the closing price that day. The options are exercisable beginning on the grant date and expire on 09/03/2035. Vesting is 25% after one year and the remaining 75% vests in 1/36th monthly installments thereafter, conditioned on continued service. The grant was made pursuant to Rule 16b-3 exemption.

Positive

• Grant made at market price ($1.58 equals closing price on 09/03/2025), indicating no discounted insider pricing
• Service-linked vesting with 25% after one year and monthly vesting thereafter aligns CEO incentives with long-term service
• Transaction exempt under Rule 16b-3, showing it was processed under typical compensatory transaction rules

Negative

• Creates potential dilution to existing shareholders through issuance of 10,000 options
• Future exercise could increase share count if options are exercised prior to expiration in 2035

Insights

Securities Analyst

TL;DR: Routine CEO option grant at market price; limited immediate dilution and standard multi-year vesting aligns incentives.

The 10,000-option award to the CEO appears to be a standard equity compensation action under the company's 2023 Equity Incentive Plan. The exercise price equals the closing market price on the grant date, indicating the award is not discounted. A ten-year term with a one-year cliff and subsequent monthly vesting is typical for executive retention and performance alignment. The filing notes the grant is exempt under Rule 16b-3, which is standard for compensatory transactions to affiliates.

Corporate Governance Expert

TL;DR: Compensation design follows common governance practices; vesting schedule ties CEO retention to multi-year service.

The award's structure—25% vesting after one year and the remainder over monthly installments—creates a sustained service-based retention mechanism. Granting at the closing price reduces questions about preferential pricing. The Form 4 discloses required details including term, price, and vesting, supporting transparency in insider compensation reporting.

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^*

Poma Eric E

(Last) (First) (Middle)

C/O CALIDI BIOTHERAPEUTICS, INC.

4475 EXECUTIVE DRIVE, SUITE 200

(Street)

SAN DIEGO, CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Calidi Biotherapeutics, Inc. [ CLDI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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

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 Options (right to buy)	$1.58	09/03/2025		A		10,000		09/03/2025	09/03/2035	Common stock	10,000	(1)	10,000	D

Explanation of Responses:

1. Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on September 3, 2025 (the "Grant Date"), the Reporting Person was granted 10,000 incentive stock options (the "Options") at an exercise price of $1.58, which is equal to the closing price of the Issuer's common stock on the Grant Date. 25% of the options will vest upon the one (1) year anniversary of 9/03/2025, and the remaining 75% of the options will vest in 1/36th installments on the last day of each monthly period subject to the Reporting Person's continued service to the Issuer. The Options were granted in a transaction exempt under Rule 16b-3 to the Reporting Person.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew Jackson, Attorney-in-fact	09/05/2025
	** 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 CLDI CEO Eric E. Poma receive on 09/03/2025?

The CEO was granted 10,000 incentive stock options with an exercise price of $1.58 and an expiration date of 09/03/2035.

How do the options awarded to Eric E. Poma vest?

Vesting is 25% after one year from the grant date and the remaining 75% vests in 1/36th monthly installments thereafter, subject to continued service.

Was the option grant to the CEO priced at a discount?

No. The exercise price of $1.58 equals the issuer's closing common stock price on the grant date, so it was not discounted.

Is this Form 4 transaction covered by Rule 16b-3?

Yes. The filing states the options were granted in a transaction exempt under Rule 16b-3.

When do the options expire?

The options expire on 09/03/2035, ten years after the grant date.