45,000 Caribou (CRBU) stock options awarded to director Johnson

Rhea-AI Filing Summary

JOHNSON DAVID LEE reported acquisition or exercise transactions in this Form 4 filing.

Caribou Biosciences, Inc. reported that director David Lee Johnson received a grant of 45,000 options to purchase common stock. The options were awarded for no cash consideration and are held directly by Johnson.

According to the vesting terms, one-twelfth of the option shares vest on each monthly anniversary of the February 20, 2026 grant date, so the award will be fully vested by February 20, 2027, as long as Johnson continues providing service to the company through each vesting date.

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

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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^*

JOHNSON DAVID LEE

(Last) (First) (Middle)

C/O CARIBOU BIOSCIENCES, INC.

2929 7TH STREET, SUITE 105

(Street)

BERKELEY CA 94710

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Caribou Biosciences, Inc. [ CRBU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Option to purchase Common Stock	$1.8	02/20/2026		A		45,000		(1)	02/19/2036	Common Stock	45,000	$0	45,000	D

Explanation of Responses:

1. One-twelfth of the shares subject to this option will vest on each monthly anniversary of the grant date such that the option will be fully vested on February 20, 2027, subject to the reporting person continuing to provide service to the Issuer through each such vesting date.

Remarks:

	/s/ Barbara G. McClung, as attorney-in-fact	02/20/2026
	** 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.

FAQ

What insider transaction did Caribou Biosciences (CRBU) report for David Lee Johnson?

Caribou Biosciences reported that director David Lee Johnson received a grant of 45,000 options to purchase common stock. The options were awarded for no cash consideration and are held directly, reflecting an equity-based compensation award rather than an open-market share purchase.

How many Caribou Biosciences (CRBU) options were granted in this Form 4 filing?

The Form 4 shows a grant of 45,000 options to purchase Caribou Biosciences common stock. These options were recorded as an acquisition-type transaction and represent a single award to director David Lee Johnson, increasing his directly held derivative securities position by the full 45,000 options.

What are the vesting terms for the 45,000 Caribou Biosciences (CRBU) options?

The 45,000 options vest in equal monthly installments, with one-twelfth vesting on each monthly anniversary of the grant date. The award becomes fully vested on February 20, 2027, provided David Lee Johnson continues to provide service to Caribou Biosciences through each applicable vesting date.

Was cash paid for the Caribou Biosciences (CRBU) option grant reported on this Form 4?

No cash was paid for this award; the Form 4 lists a transaction price of $0.0000 per option. This indicates the options were granted as compensation, rather than purchased in an open-market transaction, and therefore represent non-cash equity-based remuneration to the director.

Does the Caribou Biosciences (CRBU) Form 4 involve a stock sale by David Lee Johnson?

The Form 4 does not report any stock sale by David Lee Johnson. It records an acquisition of 45,000 stock options as a grant or award, with no dispose or sell transactions, meaning no shares were sold in this particular insider filing.