[8-K] CARGO Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Transportadora de Gas del Sur S.A. (TGS) has filed a Form 6-K to announce that the Argentine gas regulator ENARGAS issued Resolution 421/2025, published in the Official Gazette on 1 July 2025, approving new tariff charts for the company.

• Automatic monthly adjustment: Tariffs will now be updated every month using the formula set out in Energy Bureau Resolution 241/2025 and approved by ENARGAS Resolution 350/2025. The formula gives a 50 % weight to the national Consumer Price Index (IPC) and 50 % to the Wholesale Price Index (IPIM). The first application produces a 0.62 % tariff increase.
• Five-year review increase: An additional rise for transportation services is introduced pursuant to Section 5 of ENARGAS Resolution 256/2025. The filing does not state the percentage size of this component.

The company states that these adjustments apply to its regulated gas transportation business and were communicated as a material fact to the Argentine capital markets. No further financial, operational or guidance information was included.

Positive

• Automatic monthly tariff adjustment using 50 % CPI and 50 % IPIM indices provides recurring inflation pass-through.
• Immediate 0.62 % tariff increase effective July 2025 under the new formula.
• Additional transportation-service increase resulting from the five-year tariff review (ENARGAS Res. 256/2025).

Negative

• None.

Insights

Financial Analyst

TL;DR – Tariff framework shifts to monthly indexation, giving TGS modest (0.62 %) but recurring inflation pass-through and an extra long-term hike.

From an earnings perspective, ENARGAS Resolution 421/2025 is positive. The 0.62 % uplift is small in isolation, yet the key takeaway is the automatic monthly indexation tied to Argentine inflation indicators. In a high-inflation economy, this mechanism should stabilise real cash flows and protect margins without requiring ad-hoc negotiations. Additionally, the still-unquantified increase stemming from the five-year tariff review could provide a step change in revenue once details are published. Because the filing lacks volume or peso impact data, the precise uplift cannot be modelled, but the regulatory signal lowers earnings-volatility risk and has favourable valuation implications.

Infrastructure Regulation Specialist

TL;DR – Resolution inaugurates predictable CPI/IPIM pass-through, reducing regulatory lag risk for TGS.

The move aligns gas-transport tariffs with standard cost-recovery principles: frequent, formula-based adjustments and periodic base-rate resets. For investors, this signals a more transparent regime and narrows political-interference risk. However, initial adjustment of 0.62 % suggests that monthly formulae may lag behind Argentina’s double-digit inflation unless compounded. The companion five-year review increase could compensate, but its absence of published magnitude warrants monitoring. Overall, the change is incrementally positive for regulatory certainty.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

CARGO Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41859		84-4080422
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

835 Industrial Road
Suite 400
San Carlos, California		94070
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 499-8950

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		CRGX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 27, 2025, in connection with its previously announced determination to suspend various development efforts and continue to explore potential strategic alternatives, CARGO Therapeutics, Inc. (the “Company”) entered into an Assignment and Assumption of Lease (the “Lease Assignment”) with Dren Bio Management, Inc. (“Assignee”), pursuant to which the Company assigned to Assignee all of its rights and obligations under its Lease Agreement, dated December 11, 2023, as amended by that certain First Amendment to Lease, dated September 24, 2024 (the “Lease”), for property located at 835 Industrial Road, San Carlos, California 94070 (the “Building”) containing approximately 99,557 rentable square feet on the entire 3^rd and 4^th floor of the building (the “Premises”).

The Assignee’s obligation to pay monthly rent to Landlord under the Lease will commence on the later of (a) September 1, 2025, (b) the date Assignor delivers the Premises to Assignee broom clean and Fully Decommissioned and in the Required Condition (as such terms are defined in the Lease Assignment), (c) the date on which the Landlord has signed and delivered its written consent to the Lease Assignment and (d) the date the Company has made the deliveries required under Sections 1, 8 and 17 of the Lease Assignment (such date, the “Effective Date”).

In connection with the Lease Assignment, the Company paid (a) $35,800,000 to ARE San Francisco No. 63, LLC (the “Landlord”) in consideration for Landlord’s release of the Company from further liability under the Lease after the Effective Date and (b) $567,474.90 to the Assignee to provide to the Landlord an irrevocable stand by letter of credit covering the security deposit required under the Lease.

As previously disclosed, on July 1, 2024, the Company entered into a Sublease Agreement (the “Sublease”) with Vaxcyte, Inc. (“Vaxcyte”), for approximately 38,200 rentable square feet of the Premises. Pursuant to the Sublease, Vaxcyte has access to additional square feet of common amenities in the Building, at no additional cost to Vaxcyte. The Lease Assignment includes and is subject to all the terms and conditions set forth in the Sublease, and from and after the Effective Date, Assignee is entitled to collect all Sublease Monthly Rent (as defined in the Sublease), Subtenant’s Share (as defined in the Sublease) of all Additional Rent due under the Lease, Other Charges and all other Sublease Rent (as such terms are defined in the Sublease) through the expiration of the Sublease on June 30, 2026.

The Lease Assignment (which includes the Lease and Sublease as Exhibits A and B, respectively) is included as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. The foregoing description of the Lease Assignment does not purport to be complete and is qualified in its entirety by reference to the Lease Assignment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1†		Assignment and Assumption of Lease, dated June 27, 2025, by and between CARGO Therapeutics, Inc. and Dren Bio Management, Inc.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

† Certain portions of this document constitute confidential information and have been redacted in accordance with Regulation S-K, Item 601(b)(10).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						CARGO THERAPEUTICS, INC.
Date: July 1, 2025				By:		/s/ Anup Radhakrishnan
						Anup Radhakrishnan Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

FAQ

What did ENARGAS Resolution 421/2025 change for TGS (NYSE:TGS)?

It approved new tariff charts that introduce an automatic monthly adjustment formula and incorporate increases from the five-year tariff review.

How much is the first monthly tariff adjustment for TGS?

The first application of the CPI/IPIM formula results in a 0.62 % increase.

Which inflation indices are used in TGS’s new tariff formula?

50 % Argentine Consumer Price Index (IPC) and 50 % Argentine Wholesale Price Index (IPIM).

Is there an additional increase beyond the 0.62 % adjustment?

Yes. Tariffs also rise due to the five-year transportation review under ENARGAS Resolution 256/2025, though the magnitude is not specified.

When were the new tariff charts published?

They were published in the Argentine Official Gazette on 1 July 2025.