Cargo Therapeutics SEC Filings

Cargo Therapeutics, Inc. amended its Schedule 13D to update Items 4, 5 and 7. The filing states an Offer by Concentra Merger Sub commenced on July 21, 2025 and expired on August 19, 2025, when Merger Sub accepted 34,569,840 shares tendered and not withdrawn, representing approximately 71.48% of the Issuer's outstanding common stock. On August 19, 2025 Merger Sub merged with and into the Issuer under Delaware law and the Issuer became a wholly owned subsidiary of Concentra, with each Merger Sub share converted into the right to receive the Offer Price. The reporting persons disclose they beneficially own an aggregate of 10,000 shares, which the filing states represents 100% of the outstanding shares as of the date of the statement. The amendment lists related exhibits, including the Merger Agreement, Schedule TO and Offer documents.

Kapil Dhingra, a director of CARGO Therapeutics, Inc. (CRGX), reported the disposition of his stock option covering 25,000 shares on 08/19/2025. The Form 4 shows a transaction code indicating a disposal tied to the companys merger process: a tender offer completed by Concentra Biosciences, LLC and subsequent merger that resulted in an offer price of $4.379 per share in cash plus one non-transferable contingent value right (CVR) per share.

The filing explains that options became vested at the merger and, if not exercised, were converted into cash equal to the excess of the cash amount over the option exercise price and one CVR per underlying share; following the reported transaction the reporting person holds zero common shares related to this option.

CARGO Therapeutics, Inc. (CRGX) submitted a Form 25 notification to remove a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing identifies the issuer and exchange and references the Exchange and Issuer compliance provisions under 17 CFR 240.12d2-2(b)/(c). The document does not include a completed signature block, a specific rule box marked to indicate the basis for removal, a removal date, or any explanation of the reason for delisting.

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.