Calidi Biotherapeutics (CLDI) CFO Awarded 30K ISOs at Market Price

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (CLDI) reported that Andrew C. Jackson, the companys Chief Financial Officer, was granted 30,000 incentive stock options on 09/03/2025 under the 2023 Equity Incentive Plan. The options have an exercise price of $1.58, which the filing states equals the 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 three years. The options are exercisable beginning 09/03/2025 and expire on 09/03/2035. The grant was reported as exempt under Rule 16b-3.

Positive

• 30,000 incentive stock options were granted to the CFO, providing clear disclosure of award size
• Exercise price equals closing price on grant date ($1.58), aligning executive upside with shareholder returns
• Vesting schedule includes a 1-year 25% cliff and monthly vesting thereafter, supporting retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A standard, performance-independent option grant to the CFO with multi-year vesting and Rule 16b-3 exemption.

The grant of 30,000 incentive stock options to the CFO follows a typical retention structure: a one-year cliff for 25% and monthly vesting thereafter over three years. The filing confirms the exercise price equals the market close on the grant date and that the grant is exempt from short-swing profit recovery under Rule 16b-3. The disclosure is routine and provides clear terms including exercise price and expiration date, facilitating investor assessment of executive compensation timing and potential dilution.

Compensation Analyst

TL;DR: Option award aligns executive incentives with shareholder value via market-priced grant and multi-year vesting.

The 30,000-option award at a $1.58 exercise price (equal to closing market price) ties upside to future stock performance rather than guaranteed value. The vesting schedule—25% after one year, then monthly over three years—supports retention and long-term alignment. The ten-year term to 09/03/2035 is typical for incentive stock options, giving the executive a long window to realize gains if the share price increases.

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
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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)
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		30,000		09/03/2025	09/03/2035	Common stock	30,000	(1)	30,000	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 30,000 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/ Andrew Jackson	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.
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FAQ

What did CLDI report in the Form 4 for Andrew C. Jackson?

The Form 4 reports a grant of 30,000 incentive stock options to CFO Andrew C. Jackson on 09/03/2025.

What is the exercise price and how was it determined?

The exercise price is $1.58, which the filing states is equal to the issuers closing common stock price on the grant date.

When do the options vest and when do they expire?

25% vest after one year (anniversary of 09/03/2025); the remaining 75% vest in monthly installments over three years; options expire on 09/03/2035.

Is the transaction subject to Rule 16b-3 short-swing recovery?

The Form 4 states the Options were granted in a transaction exempt under Rule 16b-3.

How many options does the reporting person beneficially own after the transaction?

The filing shows the reporting person beneficially owns 30,000 shares underlying the granted options, held directly.