[Form 4] CARGO Therapeutics, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Jane Henderson, a director of CARGO Therapeutics, Inc. (CRGX), reported transactions on 08/19/2025 related to the company's merger. A stock option with a $4.35 exercise price covering 25,000 underlying shares was disposed of in connection with the Merger Agreement with Concentra Biosciences, LLC, following a tender offer and subsequent merger. Under the merger terms, each outstanding option that was not exercised prior to the effective time was converted into a cash payment equal to the excess of the cash offer over the option exercise price and one non-transferable contingent value right (CVR) per underlying share; options with exercise prices at or above the cash amount were canceled for no consideration. The filing shows 0 common shares owned following the reported transaction.
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider option converted to cash plus CVRs in a merger, yielding a cash-equivalent payout tied to a $4.379 per-share offer and one CVR per share.
The reporting shows a director-level holder of a 25,000-share stock option with a $4.35 exercise price that was disposed of pursuant to the Merger Agreement with Concentra. Per the disclosed terms, unexercised options were converted into a cash amount equal to the excess of the $4.379 cash offer over the exercise price, and one CVR per underlying share. The filing reports 0 shares owned after the transaction, consistent with completion of the tender offer and merger process described.
TL;DR: Director transactions reflect standard merger treatment of options: vesting, forced conversion, and cancellation where exercise price exceeds offer.
The Form 4 documents a director-level disclosure required by Section 16 following a corporate transaction. It confirms that options became vested and were treated under the Merger Agreement: exercised/converted into cash for the intrinsic value and coupled with CVRs, while options with exercise prices at or above the cash consideration were canceled. The signature by an attorney-in-fact is provided, and the filing cites the Merger and CVR Agreement as the controlling instruments.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 25,000 | $0.00 | -- |
Footnotes (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] [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] [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.
