Calidi Bio CEO granted 32K options at $1.36

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (CLDI) reported that its Chief Executive Officer, Eric E. Poma, received a grant of 32,000 incentive stock options under the company’s 2023 Equity Incentive Plan. The options have a $1.36 exercise price, vest over four years based on continued service, and expire on August 17, 2036. This grant does not include any options previously awarded to him.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Poma Eric E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (right to buy) F1, F2	32,000	--	--

Holdings After Transaction: Stock Options (right to buy) — 32,000 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 32,000 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: 32,000 options Exercise price: $1.36 per share Underlying shares: 32,000 shares +3 more

6 metrics

Options granted 32,000 options Incentive stock options granted to CEO on August 17, 2026 under 2023 Equity Incentive Plan

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

Underlying shares 32,000 shares Common stock underlying the incentive stock options granted to the CEO

Initial cliff vesting 25% Vests on the one-year anniversary of August 17, 2026, subject to continued service

Remaining vesting schedule 75% over 36 months Vests in 1/36th monthly installments after the first anniversary, subject to continued service

Option expiration date August 17, 2036 Expiration of incentive stock options granted to the CEO

Key Terms

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

4 terms

incentive stock options financial

"the Reporting Person was granted 32,000 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.

exercise price financial

"options ... at an exercise price of $1.36, which is equal to the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

What equity award did Calidi Biotherapeutics (CLDI) grant to its CEO Eric E. Poma?

Calidi Biotherapeutics granted Eric E. Poma 32,000 incentive stock options under its 2023 Equity Incentive Plan. These options allow him to purchase common stock at $1.36 per share, subject to a multi-year vesting schedule and continued service with the company.

What is the exercise price of the new stock options granted by CLDI to its CEO?

The new options granted to CLDI’s CEO have an exercise price of $1.36 per share. This price equals the closing price of Calidi Biotherapeutics’ common stock on the August 17, 2026 grant date, aligning the award value with the market price at issuance.

How do the Calidi Biotherapeutics (CLDI) CEO stock options vest?

The CEO’s 32,000 options vest over four years. 25% vest on the one-year anniversary of August 17, 2026, and the remaining 75% vest in 1/36th monthly installments, contingent on his continued service with Calidi Biotherapeutics.

When do the newly granted CLDI CEO stock options expire?

The options granted to CLDI’s CEO expire on August 17, 2036. This gives a ten-year window from the grant date of August 17, 2026 during which, once vested, the incentive stock options can be exercised at the fixed $1.36 exercise price.

Are the new CLDI CEO options part of a Rule 16b-3 exempt transaction?

Yes. The options were granted in a transaction exempt under Rule 16b-3. This rule provides an exemption from certain short-swing profit rules for director and officer equity awards that meet specific board or committee approval and plan-related conditions under securities regulations.

Do the reported CLDI CEO holdings include his previously granted stock options?

No. The reported post-transaction amount of 32,000 options reflects only this new grant. A footnote specifies that this number does not include incentive stock options previously granted to the CEO, so his total option holdings are higher than shown here.

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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^*

Poma Eric E

(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 Executive 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		32,000		08/17/2026	08/17/2036	Common stock	32,000	(1)	32,000(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 32,000 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, Attorney-in-fact	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)