STOCK TITAN

Climb Bio: Andrew Levin exercises 70,000 options

Andrew Levin is obligated to turn over shares received on exercise to RA Capital Management, L.P. to offset advisory fees owed by the Fund.

(Moderate)

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Form Type
4

Rhea-AI Filing Summary

Climb Bio, Inc. reported exercise on September 28, 2026, of options held for the benefit of the RA Capital Healthcare Fund, three RA Capital Nexus funds and a separately managed account, for 70,000 common shares. Exercise prices were $1.29 for 40,000 shares, $3.00 for 10,000, $3.46 for 10,000 and $7.89 for 10,000. Andrew Levin is obligated to turn over shares received to RA Capital Management, L.P. to offset fees owed by the Fund. Reporting persons disclaim beneficial ownership except to the extent of their pecuniary interests.

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., RA Capital Nexus Fund II, L.P., RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.
Role Director, 10% Owner | Director, 10% Owner | Director | Director | Director | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F8, F1, F2 10,000 $0.00 $0.00
Exercise Stock Option (Right to Buy) F8, F1, F2 10,000 $0.00 $0.00
Exercise Stock Option (Right to Buy) F8, F1, F2 10,000 $0.00 $0.00
Exercise Stock Option (Right to Buy) F8, F1, F2 40,000 $0.00 $0.00
Exercise Common Stock F1, F2 10,000 $3.46 $35K
Exercise Common Stock F1, F2 10,000 $3.00 $30K
Exercise Common Stock F1, F2 10,000 $7.89 $79K
Exercise Common Stock F1, F2 40,000 $1.29 $52K
holding Common Stock F1, F3 -- -- --
holding Common Stock F1, F4 -- -- --
holding Common Stock F1, F5 -- -- --
holding Common Stock F1, F6 -- -- --
holding Common Stock F1, F7 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Indirect, See footnotes); Common Stock — 10,130,130 shares (Indirect, See footnotes)
Footnotes (8)
  1. F1. RA Capital Management, L.P. (the "Adviser") is the investment manager for 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 general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
  2. F2. This option was granted to Andrew Levin pursuant to the Issuer's non-employee director compensation policy. Under Dr. Levin's arrangement with the Adviser, Dr. Levin held the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account. Dr. Levin is obligated to turn over to the Adviser any stock received upon exercise of the option, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
  3. F3. These securities are held directly by Fund.
  4. F4. These securities are held directly by the Nexus Fund.
  5. F5. These securities are held directly by the Nexus Fund II.
  6. F6. These securities are held directly by Nexus Fund III.
  7. F7. These securities are held directly by the Account.
  8. F8. Immediately exercisable.
Options exercised 70,000 options September 28, 2026
Exercise price $1.29 per share; 40,000 shares Options exercised September 28, 2026
Exercise price $3.00 per share; 10,000 shares Options exercised September 28, 2026
Exercise price $3.46 per share; 10,000 shares Options exercised September 28, 2026
Exercise price $7.89 per share; 10,000 shares Options exercised September 28, 2026
non-employee director compensation policy financial
"pursuant to the Issuer's non-employee director compensation policy"
beneficial ownership regulatory
"disclaims beneficial ownership of the option and underlying common stock"
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.
pecuniary interest financial
"except to the extent of its or his respective pecuniary interest therein"

FAQ

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

How many Climb Bio (CLYM) options were exercised, and at what prices?

Options for 70,000 common shares were exercised on September 28, 2026: 40,000 at $1.29, 10,000 at $3.00, 10,000 at $3.46 and 10,000 at $7.89. No Rule 10b5-1 plan is reported.

Why were the Climb Bio (CLYM) options held for RA Capital?

Andrew Levin received the option under Climb Bio's non-employee director compensation policy. Under his arrangement with RA Capital Management, L.P., he held it for the benefit of RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., RA Capital Nexus Fund II, L.P., RA Capital Nexus Fund III, L.P. and a separately managed account.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
RA CAPITAL MANAGEMENT, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/28/2026M10,000A$3.4610,000ISee footnotes(1)(2)
Common Stock09/28/2026M10,000A$320,000ISee footnotes(1)(2)
Common Stock09/28/2026M10,000A$7.8930,000ISee footnotes(1)(2)
Common Stock09/28/2026M40,000A$1.2970,000ISee footnotes(1)(2)
Common Stock3,837,101ISee footnotes(1)(3)
Common Stock1,226,497ISee footnotes(1)(4)
Common Stock483,679ISee footnotes(1)(5)
Common Stock3,671,766ISee footnotes(1)(6)
Common Stock841,087ISee footnotes(1)(7)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$3.4609/28/2026M10,000 (8)09/29/2026Common Stock10,000$00ISee footnotes(1)(2)
Stock Option (Right to Buy)$309/28/2026M10,000 (8)09/29/2026Common Stock10,000$00ISee Footnotes(1)(2)
Stock Option (Right to Buy)$7.8909/28/2026M10,000 (8)09/29/2026Common Stock10,000$00ISee Footnotes(1)(2)
Stock Option (Right to Buy)$1.2909/28/2026M40,000 (8)09/29/2026Common Stock40,000$00ISee Footnotes(1)(2)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund II, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund III, L.P.

(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter

(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.

(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. RA Capital Management, L.P. (the "Adviser") is the investment manager for 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 general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
2. This option was granted to Andrew Levin pursuant to the Issuer's non-employee director compensation policy. Under Dr. Levin's arrangement with the Adviser, Dr. Levin held the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account. Dr. Levin is obligated to turn over to the Adviser any stock received upon exercise of the option, which will offset advisory fees owed by the Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
3. These securities are held directly by Fund.
4. These securities are held directly by the Nexus Fund.
5. These securities are held directly by the Nexus Fund II.
6. These securities are held directly by Nexus Fund III.
7. These securities are held directly by the Account.
8. Immediately exercisable.
Remarks:
Breanna Celebi, an Analyst of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.09/30/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.09/30/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.09/30/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.09/30/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.09/30/2026
/s/ Peter Kolchinsky, individually09/30/2026
/s/ Rajeev Shah, individually09/30/2026
** Signature of Reporting PersonDate
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)

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