Climb Bio (CLYM) reports 40,000-share option grant tied to RA Capital

Rhea-AI Filing Summary

Climb Bio, Inc. reported a Form 4 showing a compensation-related stock option grant tied to RA Capital–associated entities. An option over 40,000 shares of Common Stock was awarded with an exercise price of $10.55 per share, expiring on June 4, 2036.

According to the footnotes, the option is held by Dr. Andrew Levin for the benefit of RA Capital Healthcare Fund and related Nexus funds and an account, and any net cash or stock from exercise will offset advisory fees owed to RA Capital Management, L.P. The reporting persons, including RA Capital entities and Dr. Peter Kolchinsky and Mr. Rajeev Shah, disclaim beneficial ownership except to the extent of any pecuniary interest. The option vests on the earlier of June 5, 2027 or the day immediately prior to the next annual stockholder meeting, subject to Dr. Levin’s continuous service.

Insights

Equity compensation analyst

Routine RA Capital-related option grant with indirect economic interest.

The Form 4 shows a single derivative transaction: a grant of an option over 40,000 shares of Climb Bio common stock at an exercise price of $10.55, expiring on June 4, 2036. This is classified as an acquisition under code A and represents equity-based compensation rather than an open-market trade.

Footnotes clarify that Dr. Andrew Levin holds the option for the benefit of RA Capital funds and an account, and any net value from exercise will offset advisory fees owed to RA Capital Management, L.P.. The reporting persons disclaim beneficial ownership except for any pecuniary interest. This structure makes the transaction largely administrative and compensation-oriented, with limited directional signal about Climb Bio’s valuation.

The option vests on the earlier of June 5, 2027 or the day before the next annual stockholder meeting, contingent on Dr. Levin’s continued service. Subsequent filings may show future vesting, exercises, or additional grants, which would further describe how RA Capital–associated interests evolve over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

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)	40,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 40,000 shares (Indirect, See Footnotes)

Footnotes (1)

1. The shares subject to the option will vest on the earlier of June 5, 2027 or the day immediately prior to the next annual meeting of stockholders, subject to Dr. Andrew Levin's continuous 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 Dr. Levin's arrangement with the Adviser, Dr. Levin holds 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 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.

Key Figures

Option size: 40,000 shares Exercise price: $10.55 per share Expiration date: June 4, 2036 +2 more

5 metrics

Option size 40,000 shares Stock option grant covering common stock

Exercise price $10.55 per share Strike price of stock option

Expiration date June 4, 2036 Option term end date

Vesting date trigger Earlier of June 5, 2027 or pre-next annual meeting Vesting contingent on continuous service

Post-transaction derivative holdings 40,000 options Total option shares following transaction

Key Terms

stock option, beneficial ownership, pecuniary interest, separately managed account, +1 more

5 terms

stock option financial

"The shares subject to the option will vest on the earlier of June 5, 2027"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

beneficial ownership financial

"disclaims beneficial ownership of any of the reported securities, except to the extent"

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"

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.

advisory fees financial

"which will offset advisory fees owed by the Fund, the Nexus 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)

X	Director	X	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)

	Form filed by One Reporting Person
X	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)	$10.55	06/05/2026		A		40,000		(1)	06/04/2036	Common Stock	40,000	$0	40,000	I	See 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

X	Director	X	10% 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

X	Director	X	10% 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

X	Director		10% 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

X	Director		10% 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

X	Director		10% 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

X	Director	X	10% 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

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

Explanation of Responses:

1. The shares subject to the option will vest on the earlier of June 5, 2027 or the day immediately prior to the next annual meeting of stockholders, subject to Dr. Andrew Levin's continuous 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 Dr. Levin's arrangement with the Adviser, Dr. Levin holds 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 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:

Dr. Andrew Levin, a Partner and Managing Director of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	06/08/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	06/08/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.	06/08/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.	06/08/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	06/08/2026
	/s/ Peter Kolchinsky, individually	06/08/2026
	/s/ Rajeev Shah, individually	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)

FAQ

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

Climb Bio reported a grant of a stock option over 40,000 shares of common stock with an exercise price of $10.55 per share. The option is a derivative security awarded as compensation, not an open-market share purchase or sale.

Who holds the new Climb Bio (CLYM) stock option and for whose benefit?

The option is held by Dr. Andrew Levin for the benefit of RA Capital Healthcare Fund, related Nexus funds, and a separately managed account. Any net cash or stock from exercising the option will offset advisory fees those vehicles owe to RA Capital Management, L.P.

When does the new Climb Bio (CLYM) option granted to Dr. Levin vest?

The option will vest on the earlier of June 5, 2027 or the day immediately prior to Climb Bio’s next annual meeting of stockholders. Vesting is conditioned on Dr. Levin’s continuous service through that date, aligning the award with ongoing involvement.

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

The option has an exercise price of $10.55 per share and an expiration date of June 4, 2036. It covers 40,000 underlying common shares, giving long-dated upside exposure if Climb Bio’s stock trades above the strike price after vesting.

Do RA Capital and its principals claim beneficial ownership of the Climb Bio (CLYM) option?

RA Capital Management, L.P., its general partner, the related funds, and principals Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership of the option and underlying stock, except to the extent of any respective pecuniary interest they may have.

Is the Climb Bio (CLYM) Form 4 a buy or sell signal from RA Capital?

The filing reflects a grant of a stock option, not a market purchase or sale of Climb Bio shares. It is a compensation-related, derivative acquisition with indirect economic interests, so it offers limited directional insight into RA Capital’s short-term view of the stock.