Director at Climb Bio (NASDAQ: CLYM) granted 40,000 options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Climb Bio, Inc. director Andrew David Levin was granted a stock option covering 40,000 shares of common stock at an exercise price of $10.55 per share. The option vests on the earlier of June 5, 2027 or immediately before the next annual stockholder meeting, contingent on continued service.

According to the disclosure, Levin holds this option for the benefit of RA Capital Healthcare Fund, related Nexus funds, and a separately managed account under an arrangement with RA Capital Management. Any net cash or stock from exercise must be turned over to the adviser to offset advisory fees, and Levin disclaims beneficial ownership of the option and underlying shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Levin Andrew David

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	40,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 40,000 shares (Direct, null)

Footnotes (1)

The shares subject to the option will vest on the earlier of June 5, 2027 or the date immediately prior to the date of the next annual meeting of stockholders, subject to the reporting person's continued service through such date. Under the reporting person's arrangement with RA Capital Management, L.P. (the "Adviser"), the reporting person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The reporting person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account to the Adviser. The reporting person therefore disclaims beneficial ownership of the stock option and underlying common stock.

Key Figures

Option grant size: 40,000 shares Exercise price: $10.55 per share Shares underlying option: 40,000 shares +3 more

6 metrics

Option grant size 40,000 shares Stock Option (Right to Buy) granted to director

Exercise price $10.55 per share Conversion or exercise price of stock option

Shares underlying option 40,000 shares Underlying common stock covered by option

Post‑grant derivative holdings 40,000 options Total derivative securities following transaction

Option expiration June 4, 2036 Expiration date of stock option award

Vesting deadline June 5, 2027 Latest vesting date or earlier before next annual meeting

Key Terms

Stock Option (Right to Buy), beneficial ownership, advisory fees, separately managed account, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

beneficial ownership financial

"The reporting person therefore disclaims beneficial ownership of the stock option"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

advisory fees financial

"which will offset advisory fees owed by the Fund"

Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.

separately managed account financial

"and a separately managed account (the "Account")"

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

continued service financial

"subject to the reporting person's continued service through such date"

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 06:42 PM

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^*

Levin Andrew David

(Last)

(First)

(Middle)

C/O CLIMB BIO, INC.

20 WILLIAM STREET, SUITE 145

(Street)

WELLESLEY HILLS

MASSACHUSETTS

02481

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Climb Bio, Inc. [ CLYM ]

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)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.55	06/05/2026		A		40,000		⁽¹⁾	06/04/2036	Common Stock	40,000	$0	40,000	D⁽²⁾

Explanation of Responses:

1. The shares subject to the option will vest on the earlier of June 5, 2027 or the date immediately prior to the date of the next annual meeting of stockholders, subject to the reporting person's continued service through such date.

2. Under the reporting person's arrangement with RA Capital Management, L.P. (the "Adviser"), the reporting person holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), RA Capital Nexus Fund III, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The reporting person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account to the Adviser. The reporting person therefore disclaims beneficial ownership of the stock option and underlying common stock.

	Chandra Adams, as Attorney-in-Fact	06/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Climb Bio (CLYM) disclose in this Form 4?

Climb Bio disclosed a grant of stock options to director Andrew David Levin for 40,000 shares. The options are a compensation award, not an open‑market purchase or sale, and are exercisable at $10.55 per share if they vest and are exercised.

What are the key terms of Andrew Levin’s 40,000 Climb Bio stock options?

Andrew Levin’s option covers 40,000 Climb Bio common shares at a $10.55 exercise price. The award vests on the earlier of June 5, 2027 or immediately before the next annual stockholder meeting, assuming he continues to serve through the applicable vesting date.

Does Andrew Levin personally benefit from the Climb Bio (CLYM) option grant?

The filing states Levin holds the option for the benefit of RA Capital Healthcare Fund, related Nexus funds, and a managed account. Any net proceeds must be turned over to RA Capital Management, and Levin disclaims beneficial ownership of both the option and the underlying common stock.

How is RA Capital involved in this Climb Bio director stock option award?

Under Levin’s arrangement with RA Capital Management, the option is held for RA Capital Healthcare Fund, several Nexus funds, and a separately managed account. Net cash or stock from any exercise offsets advisory fees owed by those investment vehicles to RA Capital Management.

When will the newly granted Climb Bio (CLYM) stock options vest?

The options will vest on the earlier of June 5, 2027 or the date immediately before Climb Bio’s next annual stockholder meeting. Vesting is conditioned on Andrew Levin’s continued service as a director through the relevant vesting date specified in the grant terms.