Cargo Therapeutics SEC Filings

Insider reported option disposals tied to a completed merger. Krishnan Viswanadhan, a director of CARGO Therapeutics, Inc. (CRGX), recorded transactions dated 08/19/2025 showing the disposition of two stock options as part of the companys sale to Concentra Biosciences, LLC. The merger consideration was $4.379 per share in cash plus one non-transferable contingent value right (CVR) per share. The filing shows cancellation/conversion mechanics under the Merger Agreement: outstanding options became vested and exercisable and, if not exercised before the mergers effective time, were converted into the right to receive cash equal to the excess of the cash amount over each options exercise price multiplied by the underlying shares and one CVR per underlying share. The reported derivative disposals were 3,173 options at $1.09 and 25,000 options at $4.35, with zero common shares owned following the transactions.

David Charles Lubner, a director of CARGO Therapeutics, Inc. (CRGX), reported the disposition of a stock option covering 25,000 shares on 08/19/2025. The Form 4 shows the option had an exercise price of $4.35 and was reported as disposed (D), leaving 0 derivative securities beneficially owned after the transaction. The footnotes state the disposition occurred pursuant to the Agreement and Plan of Merger dated July 7, 2025, under which a tender offer completed on August 18, 2025 offered $4.379 per share in cash plus one non-transferable Contingent Value Right (CVR) per share. The filing explains that outstanding options were vested and then, if not exercised, canceled and converted into cash and CVRs consistent with the merger terms.

John A. Orwin, a director of CARGO Therapeutics, Inc. (CRGX), reported changes in beneficial ownership tied to a completed merger on August 18-19, 2025. Pursuant to the Merger Agreement, a tender offer paid $4.379 per share in cash plus one non-transferable CVR per share and Merger Sub merged into the issuer, making the company a wholly owned subsidiary. Outstanding options became vested and exercisable; unexercised options were canceled and converted into cash equal to the excess of the cash amount over the option exercise price and one CVR per underlying share. Two specific options were disposed: a $1.09 strike for 15,865 shares and a $4.35 strike for 25,000 shares, both reported as exercised/disposed on 08/19/2025.

Jane Henderson, a director of CARGO Therapeutics, Inc. (CRGX), reported transactions on 08/19/2025 related to the company's merger. A stock option with a $4.35 exercise price covering 25,000 underlying shares was disposed of in connection with the Merger Agreement with Concentra Biosciences, LLC, following a tender offer and subsequent merger. Under the merger terms, each outstanding option that was not exercised prior to the effective time was converted into a cash payment equal to the excess of the cash offer over the option exercise price and one non-transferable contingent value right (CVR) per underlying share; options with exercise prices at or above the cash amount were canceled for no consideration. The filing shows 0 common shares owned following the reported transaction.

CARGO Therapeutics insider option disposition tied to merger. A director reported the disposition of 25,000 stock options with a $4.35 exercise price as part of the company’s merger transaction with Concentra Biosciences. Under the Merger Agreement and related CVR Agreement, outstanding options became vested and were either exercised or converted at the merger into a cash payment equal to the excess of the cash offer over the option exercise price and one non-transferable Contingent Value Right per underlying share; options with exercise prices at or above the cash offer were canceled for no consideration. The filing reflects the contractual settlement mechanics used to convert equity awards into cash and CVRs in connection with the takeover.

Reid M. Huber, a director of CARGO Therapeutics, Inc. (CRGX), reported on Form 4 that on 08/19/2025 he disposed of a stock option covering 25,000 shares. The option had an exercise price of $4.35 and is shown as a disposition in connection with the Merger Agreement dated July 7, 2025. The filing explains that Parent completed a tender offer and then merged with the issuer, and that outstanding options were treated per the Merger Agreement: fully vested and exercisable immediately prior to the merger and thereafter canceled and converted into a cash payment equal to the excess, if any, of the Cash Amount over the exercise price per share plus one contractual contingent value right (CVR) per underlying share. The reported transaction was signed by attorney-in-fact Halley Gilbert on 08/19/2025.

CARGO Therapeutics insider transactions tied to a completed merger. Anup Radhakrishnan, an officer serving as Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, reported disposition of 63,436 shares of CARGO Therapeutics common stock through a tender offer and merger. The reported cash consideration per share was $4.379 and each share also conveys one non-transferable Contingent Value Right (CVR) under the CVR Agreement.

The filing states the tender offer closed on August 18, 2025 and the merger became effective on August 19, 2025. Outstanding restricted stock units accelerated and converted into cash and CVRs; outstanding stock options became fully vested and then were canceled and converted into cash and CVRs (or canceled for no consideration if their exercise price was at or above $4.379). Following the reported transactions, the reporting person shows 0 shares beneficially owned.