CARGO Therapeutics Issues 25K Stock Options to Director Jane Henderson

Rhea-AI Filing Summary

CARGO Therapeutics, Inc. (CRGX) filed a Form 4 disclosing a routine equity award to director Jane Henderson.

On 18 June 2025, Henderson received a stock option covering 25,000 common shares with an exercise price of $4.35. The option vests 100 % on the earlier of (i) 18 June 2026 or (ii) the company’s next Annual Meeting, contingent on her continued board service. The instrument carries a 10-year term, expiring 17 June 2035. Following the grant, Henderson’s beneficial ownership of derivative securities totals 25,000 options; no non-derivative share transactions were reported.

The filing is noted as a single-person submission, confirms Henderson’s status solely as a director, and contains no indication of a Rule 10b5-1 trading plan. No sales, purchases, or other equity movements were disclosed beyond this compensatory award.

Insights

Corporate Governance Expert

TL;DR — Routine director option grant; neutral governance impact.

This Form 4 details a standard board compensation event rather than an open-market transaction. A 25,000-share option at $4.35 aligns director incentives with shareholder value but does not materially change ownership concentration, liquidity, or control. Vesting after one year or the next AGM and a conventional 10-year term reflect common small-cap biotech practice. No red flags—pricing is at-the-money, volume is modest, and Henderson remains below insider control thresholds. Investors should view the disclosure as administratively necessary rather than a catalyst.

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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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^*

Henderson Jane

(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 Jane Henderson	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CRGX report on the latest Form 4?

CRGX granted director Jane Henderson a stock option for 25,000 shares at an exercise price of $4.35 on 18 June 2025.

When will Jane Henderson’s CRGX options vest?

The options vest 100 % on the earlier of 18 June 2026 or the next Annual Meeting, provided she remains on the board.

What is the expiration date of the newly granted CRGX options?

The options expire on 17 June 2035, giving a 10-year exercise window.

Did the Form 4 report any sales of CRGX shares by Jane Henderson?

No. The filing only reports an option grant; there were no purchases or sales of common stock.

How many CRGX derivative securities does Jane Henderson own after this grant?

Following the transaction, she beneficially owns 25,000 stock options.