Climb Bio (CLYM) director receives 70,284 stock options tied to RA Capital funds

Rhea-AI Filing Summary

Climb Bio, Inc. director Breanna Maurine Celebi was granted a stock option covering 70,284 shares of common stock at an exercise price of $13.36 per share. The option vests in equal monthly installments starting on June 29, 2026 and continuing until the third anniversary of that date, contingent on continued service. Under an arrangement with RA Capital Management, L.P., any net cash or stock from exercising this option must be turned over to RA Capital-managed funds and an account to offset advisory fees, and the reporting person therefore disclaims beneficial ownership of the option and its underlying shares.

Insights

Equity compensation analyst

Routine director option grant structured for RA Capital-managed funds.

The filing shows a grant of 70,284 stock options with a $13.36 exercise price to director Breanna Maurine Celebi. This is compensation-related, coded as an acquisition (A), not an open-market purchase or sale, and is typical for board incentives.

Vesting occurs in equal monthly installments from June 29, 2026 through the third anniversary, tying economics to continued service. A key detail is that, under an arrangement with RA Capital Management, L.P., any net value from exercise is directed to RA Capital funds and an account, offsetting advisory fees.

The footnote states Celebi disclaims beneficial ownership of the option and underlying common stock, meaning the economic benefit is attributed to the RA Capital vehicles rather than to her personally. As a result, this appears to be a routine structuring of governance-linked compensation and is not a directional signal on Climb Bio shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Celebi Breanna Maurine

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	70,284	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 70,284 shares (Direct, null)

Footnotes (1)

1. The shares underlying the option vest in equal monthly installments from June 29, 2026 (the "Vesting Commencement Date") until the third anniversary of the Vesting Commencement Date, 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: 70,284 shares Exercise price: $13.36 per share Expiration date: June 29, 2036 +2 more

5 metrics

Option grant size 70,284 shares Underlying common stock for stock option grant

Exercise price $13.36 per share Stock option strike price

Expiration date June 29, 2036 Option expiration

Vesting start June 29, 2026 Vesting commencement date for monthly vesting

Post-transaction derivative holdings 70,284 options Total derivative securities following transaction

Key Terms

Stock Option (Right to Buy), vesting in equal monthly installments, Vesting Commencement Date, beneficial ownership, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

vesting in equal monthly installments financial

"The shares underlying the option vest in equal monthly installments"

Vesting Commencement Date financial

"from June 29, 2026 (the "Vesting Commencement Date")"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:31 PM Accepted by SEC EDGAR 07/01/2026 - 04:30 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^*

Celebi Breanna Maurine

(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)
06/29/2026

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 Option (Right to Buy)	$13.36	06/29/2026		A		70,284		(1)	06/29/2036	Common Stock	70,284	$0	70,284	D(2)

Explanation of Responses:

1. The shares underlying the option vest in equal monthly installments from June 29, 2026 (the "Vesting Commencement Date") until the third anniversary of the Vesting Commencement Date, 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	07/01/2026
	** 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)

FAQ

What insider transaction did Climb Bio (CLYM) report for Breanna Maurine Celebi?

Climb Bio reported a grant of stock options to director Breanna Maurine Celebi for 70,284 underlying common shares at an exercise price of $13.36. This was a compensation-related award, not an open-market stock purchase or sale, and is recorded as an acquisition transaction.

What are the terms and vesting schedule of the Climb Bio (CLYM) stock options granted?

The option covers 70,284 shares of Climb Bio common stock with a $13.36 exercise price and expires on June 29, 2036. The shares underlying the option vest in equal monthly installments from June 29, 2026 until the third anniversary of that vesting commencement date, subject to continued service.

Does Breanna Maurine Celebi personally benefit from the Climb Bio (CLYM) option grant?

According to the filing, Celebi holds the option for the benefit of RA Capital funds and a separately managed account. She must turn over any net cash or stock from exercise to RA Capital Management, L.P., and therefore disclaims beneficial ownership of the option and underlying common stock.

How is RA Capital Management, L.P. involved in the Climb Bio (CLYM) Form 4 transaction?

The filing states that, under an arrangement with RA Capital Management, L.P., any net cash or stock from exercising the option will offset advisory fees owed by RA Capital Healthcare Fund, RA Capital Nexus funds, and a separately managed account. These entities, not Celebi personally, are treated as benefiting economically.

Is the Climb Bio (CLYM) Form 4 transaction an open-market buy or sell of common shares?

No, the transaction is a grant of a stock option, classified with code A as a grant, award, or other acquisition of a derivative security. It does not represent an open-market purchase or sale of Climb Bio common stock, and there are no reported buy or sell transactions in this filing.