CARGO Therapeutics Insider Filing Shows New 25k Share Option Grant

Rhea-AI Filing Summary

CARGO Therapeutics, Inc. (CRGX) – Form 4 insider filing dated 06/20/2025

The filing discloses a single equity-based transaction involving Director Kapil Dhingra. On 06/18/2025, Dr. Dhingra was granted a stock option for 25,000 common shares with an exercise price of $4.35 per share. The option vests 100 % on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual shareholder meeting, provided the director continues to serve the company. The option expires on 06/17/2035. After this grant, Dr. Dhingra now holds 25,000 derivative securities (options) directly.

No non-derivative share transactions were reported, and there were no sales or exercises associated with the option. The transaction was reported on a Form 4 filed by one reporting person; no 10b5-1 trading plan box was checked. The filing represents routine director compensation rather than an open-market purchase or sale.

For investors, the disclosure indicates additional potential dilution of up to 25,000 shares (≈0.1 % of a typical small-cap biotech float) should the option be exercised, while also aligning the director’s incentives with long-term shareholder value via equity compensation.

Positive

• Alignment of interests: Equity-based compensation encourages the director to focus on long-term share appreciation.
• Standard vesting schedule: One-year cliff or next AGM supports director retention without excessive immediate dilution.

Negative

• Potential dilution: If exercised, the option could add 25,000 shares to the float, though the amount is immaterial.

Insights

Financial Analyst

TL;DR: Director granted 25k options at $4.35; routine equity comp, limited dilution, neutral impact.

The Form 4 shows only one derivative transaction: a standard stock-option grant to Director Kapil Dhingra. No cash changed hands, and no common shares were bought or sold. The strike price sits close to recent IPO range, so value materialises only if the share price exceeds $4.35. Vesting is one-year cliff or next AGM, typical for board grants, and expiry is ten years out. From a capital-structure standpoint, 25,000 shares is immaterial relative to a biotech float typically in the tens of millions; hence dilution risk is negligible. Because this is compensation, not an opportunistic purchase, the market generally treats the filing as neutral. Investors may note continued board alignment through options, but trading impact should be minimal.

Corporate Governance Specialist

TL;DR: Filing confirms equity-based director pay; supports alignment, poses trivial dilution.

Governance perspective: granting options instead of cash enhances pay-for-performance linkage. The one-year vesting means Dr. Dhingra must remain on the board to receive value, reinforcing retention. Absence of a 10b5-1 plan box implies no preset sale arrangement, reducing perception of near-term selling pressure. The size—25k options—is consistent with peer biotech director comp. Overall, governance signal is positive, but financially non-material.

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
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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^*

Dhingra Kapil

(Last) (First) (Middle)

C/O CARGO THERAPEUTICS, INC.

835 INDUSTRIAL ROAD, SUITE 400

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARGO Therapeutics, Inc. [ CRGX ]

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)
06/18/2025

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
Stock Option (Right to Buy)	$4.35	06/18/2025		A		25,000		(1)	06/17/2035	Common Stock	25,000	$0	25,000	D

Explanation of Responses:

1. 100% of the shares subject to the option shall vest on the earlier of (i) the one year anniversary of June 18, 2025 or (ii) the next Annual Meeting following June 18, 2025, subject to the Reporting Person's continued service to the Issuer.

	/s/ Halley Gilbert, as attorney-in-fact for Kapil Dhingra	06/20/2025
	** 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.
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FAQ

What did the CRGX Form 4 dated 06/20/2025 disclose?

It reported a grant of 25,000 stock options to Director Kapil Dhingra at an exercise price of $4.35.

When do the new CARGO Therapeutics options vest?

They vest 100 % on the earlier of the one-year anniversary of 06/18/2025 or the next annual meeting.

What is the expiration date of the CRGX director option grant?

The options expire on 06/17/2035.

Did the director buy or sell any CRGX common shares?

No. The filing lists only an option grant; no common share purchases or sales occurred.

How many derivative securities does Kapil Dhingra own after the transaction?

He beneficially owns 25,000 options following the reported grant.