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  4. [Form 4] Climb Bio, Inc. Insider Trading Activity

70,284 Climb Bio (CLYM) share options granted for RA Capital-related funds

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Climb Bio, Inc. reported a Form 4 showing a grant of stock options tied to 70,284 shares of common stock at an exercise price of $13.36 per share. The options vest in equal monthly installments from June 29, 2026 over three years and expire on June 29, 2036. The options are held by Ms. Celebi for the benefit of several RA Capital funds and an account, and any net cash or stock received upon exercise must be turned over to RA Capital Management, offsetting advisory fees. The reporting persons disclaim beneficial ownership of the option and underlying shares except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
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 null | null | null | null | null | null | 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 (Indirect, See Footnotes)
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 Ms. Celebi's continued service through such date. 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. Under Ms. Celebi's arrangement with the Adviser, Ms. Celebi holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account. Ms. Celebi is obligated to turn over to the Adviser any net cash or stock received upon exercise of the 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 Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Option grant size 70,284 options Stock Option (Right to Buy) tied to common stock
Exercise price $13.36 per share Conversion or exercise price of stock option
Shares after grant 70,284 derivative securities Total options following transaction
Expiration date June 29, 2036 Option expiration for stock option grant
Vesting start June 29, 2026 Vesting Commencement Date for monthly vesting over three years
Stock Option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
Vesting Commencement Date financial
"vest in equal monthly installments 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.
pecuniary interest financial
"disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest"
beneficial ownership financial
"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.
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Form 4 Insider Transactions: What Each Field Means →
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)
06/29/2026		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
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)$13.3606/29/2026A70,284 (1)06/29/2036Common Stock70,284$070,284ISee Footnotes(2)(3)
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. 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 Ms. Celebi's continued service through such date.
2. 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.
3. Under Ms. Celebi's arrangement with the Adviser, Ms. Celebi holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund II, the Nexus Fund III, and the Account. Ms. Celebi is obligated to turn over to the Adviser any net cash or stock received upon exercise of the 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 Persons therefore disclaim beneficial ownership of the option and underlying common stock.
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.07/01/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.07/01/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.07/01/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.07/01/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.07/01/2026
/s/ Peter Kolchinsky, individually07/01/2026
/s/ Rajeev Shah, individually07/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Climb Bio reported a grant of stock options covering 70,284 shares of common stock at a $13.36 exercise price. The options were awarded to Ms. Celebi in connection with Climb Bio stock and reported by several RA Capital-related entities.

How many Climb Bio (CLYM) shares are covered by the new stock options?

The award covers options on 70,284 shares of Climb Bio common stock. These options give the holder the right to buy that number of shares at a fixed $13.36 exercise price before expiration in 2036, subject to vesting conditions.

What is the exercise price and expiration date of the Climb Bio (CLYM) options?

The stock options have a $13.36 per share exercise price and expire on June 29, 2036. This means the holder can choose to buy shares at $13.36 any time after vesting and before that expiration date, assuming the options remain outstanding.

How do the Climb Bio (CLYM) stock options vest for Ms. Celebi?

The options vest in equal monthly installments starting from June 29, 2026, continuing until the third anniversary of that date. Vesting depends on Ms. Celebi’s continued service through each vesting date, gradually increasing the portion of options that become exercisable.

Who ultimately benefits from the Climb Bio (CLYM) option grant reported by RA Capital entities?

Ms. 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 exercising the option to RA Capital Management, which will offset advisory fees owed by those investment vehicles.

Do the RA Capital entities claim beneficial ownership of the Climb Bio (CLYM) options?

The RA Capital entities and their principals disclaim beneficial ownership of the option and underlying common stock, except for any pecuniary interest. This means they report the position for transparency but state they are not the direct economic owners beyond fee-related interests.