Calidi Biotherapeutics (CLDI) gives CFO 14,000 options with 10-year term

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (CLDI) reported that its Chief Financial Officer, Jackson Andrew C., received a grant of 14,000 incentive stock options to purchase common stock. The options have an exercise price of $1.36 per share, equal to the closing price on August 17, 2026, and expire on August 17, 2036. Under the company’s 2023 Equity Incentive Plan, 25% of the options vest on the one-year anniversary of August 17, 2026, with the remaining 75% vesting in 36 equal monthly installments, subject to continued service. This grant does not include any incentive stock options previously awarded to the officer.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jackson Andrew C.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (right to buy) F1, F2	14,000	--	--

Holdings After Transaction: Stock Options (right to buy) — 14,000 shares (Direct)

Footnotes (2)

1. F1. Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on August 17, 2026 (the "Grant Date"), the Reporting Person was granted 14,000 incentive stock options (the "Options") at an exercise price of $1.36, 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 08/17/2026, and the remaining 75% of the options will vest in 1/36th installments on a monthly basis, 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.
2. F2. Does not include the incentive stock options previously granted to the Reporting Person.

Key Figures

Options Granted: 14,000 options Exercise Price: $1.36 per share Vesting Cliff Portion: 25% +3 more

6 metrics

Options Granted 14,000 options Incentive stock options granted to CFO on August 17, 2026

Exercise Price $1.36 per share Equal to closing price of common stock on August 17, 2026 grant date

Vesting Cliff Portion 25% Vests on the one-year anniversary of August 17, 2026

Monthly Vesting Portion 75% over 36 months Remaining options vest in 1/36th monthly installments after first year

Expiration Date August 17, 2036 Option term under the 2023 Equity Incentive Plan

Derivative Holdings After Transaction 14,000 options Total stock options from this grant held directly following the transaction

Key Terms

incentive stock options, 2023 Equity Incentive Plan, Rule 16b-3

3 terms

incentive stock options financial

"the Reporting Person was granted 14,000 incentive stock options (the "Options")"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

2023 Equity Incentive Plan financial

"Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan")"

Rule 16b-3 regulatory

"The Options were granted in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

What insider transaction did CLDI disclose for CFO Jackson Andrew C.?

Calidi Biotherapeutics (CLDI) disclosed that CFO Jackson Andrew C. was granted 14,000 incentive stock options. The options were issued under the 2023 Equity Incentive Plan with an exercise price of $1.36 per share and a 10-year term.

What is the exercise price and term of the new stock options granted by CLDI?

The new options carry an exercise price of $1.36 per share and expire on August 17, 2036. The exercise price equals the closing price of Calidi Biotherapeutics’ common stock on the August 17, 2026 grant date.

How do the CLDI stock options granted to the CFO vest over time?

The options vest 25% on the one-year anniversary of August 17, 2026, with the remaining 75% vesting in 1/36th monthly installments. Vesting is conditioned on the CFO’s continued service to Calidi Biotherapeutics.

How many Calidi Biotherapeutics (CLDI) shares are covered by the new option grant?

The grant covers 14,000 shares of Calidi Biotherapeutics common stock through incentive stock options. Following this transaction, the reported derivative holdings from this grant total 14,000 options, separate from any previously granted options.

Under which plan were the CLDI stock options for the CFO granted?

The options were granted under Calidi Biotherapeutics’ 2023 Equity Incentive Plan. The footnote specifies that the transaction is exempt under Rule 16b-3 and involves 14,000 incentive stock options at a $1.36 exercise price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/19/2026 - 07:00 PM Accepted by SEC EDGAR 08/19/2026 - 07:00 PM Learn about SEC filing dates

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, CALIFORNIA 92121

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	$1.36	08/17/2026		A		14,000		08/17/2026	08/17/2036	Common stock	14,000	(1)	14,000(2)	D

Explanation of Responses:

1. Pursuant to the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"), on August 17, 2026 (the "Grant Date"), the Reporting Person was granted 14,000 incentive stock options (the "Options") at an exercise price of $1.36, 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 08/17/2026, and the remaining 75% of the options will vest in 1/36th installments on a monthly basis, 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.

2. Does not include the incentive stock options previously granted to the Reporting Person.

	/s/ Andrew Jackson	08/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)