Calidi director granted 4,000 options at $1.36

Calidi Biotherapeutics, Inc. (CLDI) reported that director Scott Leftwich received a grant of non-qualified stock options covering 4,000 shares of common stock on August 17, 2026.

Rhea-AI Filing Summary

Calidi Biotherapeutics, Inc. (CLDI) reported that director Scott Leftwich received a grant of non-qualified stock options covering 4,000 shares of common stock on August 17, 2026. The options have an exercise price of $1.36 per share, vest in 1/12th monthly over one year starting on the grant date, and expire on August 17, 2036. Following this grant, the filing shows 4,000 options held from this award, excluding any options previously granted.

Insider Trade Summary

Grant/Award: 4,000 shares

Grant/Award 1 txn

Insider Leftwich Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Options (right to buy) F1, F2	4,000	$0.00	$0.00

Holdings After Transaction: Non-Qualified Stock Options (right to buy) — 4,000 contracts (Direct)

Footnotes (2)

1. F1. On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the grant date. The stock options were granted pursuant to the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.
2. F2. Does not include the stock options previously granted to the Reporting Person.

Key Figures

Options granted: 4,000 shares Exercise price: $1.36 per share Vesting schedule: 1/12th per month over one year +2 more

5 metrics

Options granted 4,000 shares Non-qualified stock options to purchase common stock granted on August 17, 2026

Exercise price $1.36 per share Exercise price equal to closing price on the August 17, 2026 grant date

Vesting schedule 1/12th per month over one year Vesting and exercisability beginning on the August 17, 2026 grant date

Expiration date August 17, 2036 Expiration of non-qualified stock options granted to Scott Leftwich

Options held after transaction 4,000 options Post-transaction holdings from this specific grant, excluding previous option grants

Key Terms

Non-Qualified Stock Options, exercise price, vest, Equity Incentive Plan, +1 more

5 terms

Non-Qualified Stock Options financial

"the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

exercise price financial

"at an exercise price of $1.36 per share (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.

vest financial

"and shall vest, and become exercisable, in 1/12th per month installments"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Equity Incentive Plan financial

"issued under the Issuer's 2023 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

non-employee director compensation policy financial

"granted pursuant to the Issuer's non-employee director compensation policy"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did director Scott Leftwich receive from CLDI on August 17, 2026?

Scott Leftwich received a grant of non-qualified stock options for 4,000 shares of Calidi Biotherapeutics common stock. The options were issued under the company’s 2023 Equity Incentive Plan pursuant to its non-employee director compensation policy.

What is the exercise price of Scott Leftwich’s new CLDI stock options?

The options have an exercise price of $1.36 per share, equal to the closing price on the August 17, 2026 grant date. This is the price per share Leftwich must pay to purchase the underlying common stock upon exercise.

How do Scott Leftwich’s CLDI options vest over time?

The 4,000 non-qualified stock options vest and become exercisable in 1/12th installments per month over one year, beginning on August 17, 2026. Full vesting occurs after twelve months, assuming continued service under the applicable terms.

When do Scott Leftwich’s Calidi Biotherapeutics stock options expire?

The non-qualified stock options granted to Scott Leftwich expire on August 17, 2036. After this date, any unexercised portion of the 4,000 options will no longer be exercisable under the 2023 Equity Incentive Plan.

How many CLDI options does the Form 4 show for this specific grant?

The Form 4 reports 4,000 options held following this grant, corresponding to the August 17, 2026 award. A footnote states this figure does not include stock options previously granted to Scott Leftwich, which are separate from this award.

Was Scott Leftwich’s CLDI option grant made under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, and the footnotes do not describe any pre-arranged trading plan. The grant is reported as director compensation under the non-employee director compensation policy.

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

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Accepted by SEC EDGAR 08/19/2026 - 07:00 PM EDT 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^*

Leftwich Scott

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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
Non-Qualified Stock Options (right to buy)(1)	$1.36	08/17/2026		A		4,000		(1)	08/17/2036	Common Stock	4,000	$0	4,000(2)	D

Explanation of Responses:

1. On August 17, 2026, the Reporting Person was issued a non-qualified stock option to purchase 4,000 shares of common stock (the "Options") at an exercise price of $1.36 per share (equal to the closing price on the grant date, August 17, 2026) and shall vest, and become exercisable, in 1/12th per month installments over one year commencing on the grant date. The stock options were granted pursuant to the Issuer's non-employee director compensation policy and issued under the Issuer's 2023 Equity Incentive Plan.

2. Does not include the 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)