CLDI Insider Purchase — 2,500 Shares Plus Warrants Acquired at $2 Each

Rhea-AI Filing Summary

Calidi Biotherapeutics CFO Andrew C. Jackson purchased equity in the company through the issuer's public offering on 08/21/2025. He acquired 2,500 common shares with an accompanying 2,500-warrant package at a combined purchase price of $2.00 per share and warrant. The warrants are exercisable beginning 08/21/2025 and expire 08/21/2030. Following the transaction the reporting person beneficially owns 2,500 shares and 2,500 warrants.

Positive

• Reporting person acquired 2,500 common shares and 2,500 warrants in the issuer's public offering
• Purchase price was $2.00 per share with accompanying warrant, explicitly stated
• Warrants are exercisable on 08/21/2025 and expire 08/21/2030, providing a defined exercise window

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider participation in the issuer's public offering is a routine disclosure showing acquisition of equity and warrants.

The reporting person, identified as the Chief Financial Officer, purchased 2,500 common shares together with 2,500 warrants in a public offering closed on 08/21/2025 at $2.00 per share and warrant. The warrants have a five-year term expiring 08/21/2030 and are exercisable immediately. This Form 4 records non-derivative and derivative holdings post-transaction, indicating direct ownership of both shares and warrants.

Corporate Governance Expert

TL;DR: A senior officer's purchase in a company offering is a standard insider transaction with limited standalone materiality.

The transaction was disclosed under Section 16 reporting rules and shows the CFO acquired equity through the issuer's offering. The filing documents both the common stock purchase and the related warrants, including exercise price and expiration. The disclosure aligns with routine insider reporting obligations and supplies transparency about the officer's direct holdings following the offering.

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^*

Jackson Andrew C.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		P(1)		2,500	A	$2(2)	2,500	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
Warrant (right to buy)	$2	08/21/2025		P(1)		2,500		08/21/2025	08/21/2030	Common stock	2,500	(2)	2,500	D

Explanation of Responses:

1. The common stock and warrants were acquired by the reporting person in a public offering conducted by the Issuer that was closed on August 21, 2025.

2. Each common share was purchased with an accompanying warrant for a purchase price of $2.00 per share and accompanying warrant.

	/s/ Andrew Jackson	08/25/2025
	** 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 Calidi (CLDI) CFO Andrew C. Jackson purchase?

He acquired 2,500 common shares and 2,500 warrants in the issuer's public offering.

What was the purchase price per share and warrant in the CLDI transaction?

Each common share and accompanying warrant were purchased for $2.00.

When are the warrants exercisable and when do they expire?

The warrants are exercisable on 08/21/2025 and expire on 08/21/2030.

How many securities does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owns 2,500 shares and 2,500 warrants.

How was this acquisition made according to the Form 4?

The common stock and warrants were acquired in a public offering conducted by the issuer that closed on 08/21/2025.