CARGO Therapeutics insider cashout: Options converted to cash and CVRs

Rhea-AI Filing Summary

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.

Positive

• Merger completed resulting in a definitive cash consideration of $4.379 per share plus one CVR per share.
• Outstanding options were accelerated and settled, allowing holders to receive cash for the intrinsic value of in-the-money options.
• Director's position was monetized through the tender offer and merger settlement for documented proceeds and CVRs.

Negative

• Options with exercise price equal to or greater than $4.379 were canceled for no consideration, potentially leaving some optionholders uncompensated.
• CVRs are non-transferable contractual contingent rights, which may limit immediate liquidity for part of the consideration received.

Insights

Corporate Governance Expert

TL;DR: Merger closed; director's equity awards were cashed out and converted to CVRs, aligning insider outcomes with transaction terms.

The filing documents a completed acquisition where the issuer became a wholly owned subsidiary and vested options were settled per the Merger Agreement. From a governance perspective, this shows standard change-in-control mechanics: acceleration and cashout of options plus contingent consideration via CVRs. The treatment of in-the-money options (cash equal to difference between $4.379 and strike) preserves economic value for optionholders, while options with strike at or above the cash price were canceled for no consideration, as disclosed.

Securities Analyst

TL;DR: Insider reported disposal of two option grants tied to the deal; the $4.379 cash consideration plus CVRs determined final payouts.

Details show two option classes: 15,865 shares at $1.09 and 25,000 shares at $4.35, both reported disposed on 08/19/2025. The filing clarifies the formula for cash settlement and CVR issuance for canceled options, which informs valuation of proceeds received by insiders. This is a transaction-driven liquidity event rather than routine trading, and provides concrete per-share cash consideration useful for investor records.

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

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X

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^*

Orwin John A

(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)
08/19/2025

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)	$1.09	08/19/2025		D			15,865	(1)(2)(3)	10/06/2032	Common Stock	15,865	(1)(2)(3)	0	D
Stock Option (Right to Buy)	$4.35	08/19/2025		D			25,000	(1)(2)(3)	06/17/2035	Common Stock	25,000	(1)(2)(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 7, 2025, by and among CARGO Therapeutics, Inc. (the "Issuer"), Concentra Biosciences, LLC ("Parent") and Concentra Merger Sub VII, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On August 18, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $4.379 per Share in cash (the "Cash Amount"), and (ii) one non-transferable contractual contingent value right (each, a "CVR"), subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"), in each case, without interest, and subject to any applicable withholding taxes (the Cash Amount plus one CVR, collectively, the "Offer Price"). [continues to Footnote 2]

2. [continues from Footnote 1] Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). As of immediately prior to and conditioned upon the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was canceled and converted into the right to receive (a) an amount in cash (without interest and subject to deduction for any required withholding tax) equal to the product of (1) the excess, if any, of the Cash Amount over the exercise price per share of each such Option and (2) the number of Shares underlying such Option immediately prior to the effective time of the Merger [continues to Footnote 3]

3. [continues from Footnote 2] and (b) one CVR in respect of each Share underlying such Option; provided, however, that if the exercise price per Share of any Option was equal to or greater than the Cash Amount that was then outstanding it was canceled for no consideration.

	/s/ Halley Gilbert, as attorney-in-fact for John A. Orwin	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did John A. Orwin report on Form 4 for CRGX?

He reported disposal/settlement of stock options tied to the merger, specifically 15,865 options at $1.09 and 25,000 options at $4.35, on 08/19/2025.

What was the per-share cash consideration in the CRGX merger?

$4.379 per share in cash plus one non-transferable contingent value right (CVR) per share, as stated in the Merger Agreement.

How were outstanding options treated in the merger?

Options became fully vested and exercisable; unexercised options were canceled and converted into cash equal to the excess of $4.379 over the exercise price and one CVR per underlying share.

Which option grants did the filing identify?

Two option grants were disposed: 15,865 options with a $1.09 strike and 25,000 options with a $4.35 strike, both reported on 08/19/2025.

Are the CVRs transferable?

No; the filing describes the CVRs as non-transferable contractual contingent value rights under the CVR Agreement.