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

Rhea-AI Filing Summary

Calidi Biotherapeutics insider grant: On 09/03/2025 the company's Chief Scientific Officer, Antonio Fernandez Santidrian, received a grant of 35,000 incentive stock options under the Issuer's 2023 Equity Incentive Plan.

The options have an exercise price of $1.58, which equals the common stock closing price on the grant date. Twenty-five percent of the options vest after one year, with the remaining 75% vesting in equal monthly installments over the following 36 months, subject to continued service. The options are exercisable beginning 09/03/2025 and expire 09/03/2035. The grant was made pursuant to Rule 16b-3.

Positive

• 35,000 incentive stock options granted to the Chief Scientific Officer to align executive incentives with shareholder value
• Exercise price equals closing price ($1.58) on grant date, indicating market-based pricing
• Grant made under the 2023 Equity Incentive Plan and reported under Rule 16b-3, showing procedural compliance
• Multi-year vesting (25% after 1 year, then monthly over 36 months) promotes retention

Negative

• Potential dilution if 35,000 options are exercised into common stock
• Vesting tied to continued service delays full alignment of interests until vesting completes

Insights

Financial Analyst

TL;DR: A standard executive option grant tying compensation to stock performance; modest immediate impact but aligns long-term incentives.

The grant of 35,000 incentive stock options to the Chief Scientific Officer at an exercise price equal to the closing market price is a routine equity compensation action. Vesting that begins after one year and then monthly over three years promotes retention and performance alignment. The grant was made under the company plan and within Rule 16b-3, indicating compliance with standard §16 insider-exemption procedures. The immediate financial statement impact is limited to future stock-based compensation expense recognition and potential dilution if options are exercised.

Corporate Governance Expert

TL;DR: Governance appears standard: Board-authorized plan used, Rule 16b-3 exemption applied, and multi-year vesting enforces service-based alignment.

The disclosure shows the grant follows the 2023 Equity Incentive Plan and uses a multi-year vesting schedule, which is typical for executive-level awards to encourage continued service. The use of the closing price as the exercise price and the Rule 16b-3 exemption suggests the grant was processed in accordance with common governance and compliance practices for Section 16 insiders. Material governance concerns are not evident from the disclosure alone.

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^*

Fernandez Santidrian Antonio

(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 Scientific 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		35,000		09/03/2025	09/03/2035	Common stock	35,000	(1)	35,000	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 35,000 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.

	/s/ Antonio Fernandez Santidrian	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 insider Antonio Fernandez Santidrian receive on 09/03/2025?

He was granted 35,000 incentive stock options under the 2023 Equity Incentive Plan.

What is the exercise price and how was it determined?

The exercise price is $1.58, which equals the issuer's common stock closing price on the grant date.

When do the options vest and when do they expire?

25% vest one year after 09/03/2025, the remaining 75% vest monthly over the next 36 months, and the options expire on 09/03/2035.

Was the grant compliant with Section 16 procedures?

Yes, the grant was reported on Form 4 and made in a transaction exempt under Rule 16b-3.

What is the reporting person’s role at CLDI?

The reporting person is the Chief Scientific Officer of Calidi Biotherapeutics, Inc.