CARGO Therapeutics Form 4: Option Converted to Cash Plus CVR in Merger

Rhea-AI Filing Summary

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.

Positive

• Merger completion documented: Tender offer by Concentra Biosciences and subsequent merger were completed, providing cash consideration and CVRs to holders.
• Options addressed per agreement: In-the-money options converted into cash plus CVRs, showing contractually defined treatment of derivative awards.

Negative

• Reporting person no longer holds shares from this option: Following the transaction the Form 4 reports zero common shares related to the 25,000-option position.
• Potential cancellation risk for some options: Options with exercise prices equal to or above the cash amount were canceled for no consideration per the Merger Agreement.

Insights

M&A Specialist

TL;DR: Form 4 documents option disposition as part of a completed tender offer and merger, converting option value into cash plus CVRs.

The filing clearly ties the 25,000-option disposition to the Merger Agreement with Concentra Biosciences, reflecting standard deal mechanics where in-the-money options yield a cash payout and contingent value rights while out-of-the-money options may be canceled. This preserves transaction certainty and shows the acquiror used a mix of cash and CVRs to settle equity interests. For stakeholders, the material outcome is the change of control and the conversion of derivative compensation into deal consideration rather than continued equity holdings.

Corporate Governance Expert

TL;DR: Director Kapil Dhingra no longer holds the underlying shares from the reported option after Merger-related settlement.

The Form 4 signals completion of insider settlement mechanics under the Merger Agreement, with vested options addressed per contract terms. The filing is procedurally appropriate and executed by an attorney-in-fact, indicating compliant insider reporting. The elimination of those equity interests simplifies post-transaction governance but also removes an executive-level alignment element tied to continued equity ownership.

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

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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^*

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)
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)	$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 Kapil Dhingra	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 Kapil Dhingra report on Form 4 for CRGX?

He reported the disposition of a 25,000-share stock option on 08/19/2025 tied to the companys merger transaction.

What was the consideration paid in the CRGX tender offer and merger?

The offer price was $4.379 per share in cash plus one non-transferable contingent value right (CVR) per share.

How were outstanding options treated in the CRGX merger?

Each outstanding option became fully vested and exercisable; unexercised options were converted into cash equal to the excess of the cash amount over the exercise price times underlying shares and one CVR per underlying share; options with exercise prices >= the cash amount were canceled for no consideration.

Does Kapil Dhingra retain any common stock from the reported option after the transaction?

No. The Form 4 reports that following the reported transaction the reporting person beneficially owns zero common shares from this option.

Who signed the Form 4 and when?

The form was signed by Halley Gilbert as attorney-in-fact for Kapil Dhingra on 08/19/2025.