[Form 4] CARGO Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

CARGO Therapeutics, Inc. (CRGX) – Form 4 filing dated 20 June 2025

The filing discloses that non-employee director David Charles Lubner received a routine equity incentive on 18 June 2025: a stock option for 25,000 shares of common stock with an exercise price of $4.35 and an expiration date of 17 June 2035. All 25,000 options will vest 100 % on the earlier of (i) the one-year anniversary of the grant date or (ii) the company’s next annual meeting, conditional upon the director’s continued service. Following this grant, Mr. Lubner beneficially owns 25,000 derivative securities, held directly. No open-market purchases, sales, or changes to non-derivative share ownership were reported.

Because the filing represents a standard board option grant, it does not alter the company’s capital structure or signal insider buying or selling of common shares. The information is therefore operationally routine and financially immaterial for most investors, though it demonstrates continued alignment of director incentives with shareholder value.

Positive

• Director incentive alignment: the at-the-money option grant links compensation directly to future share performance, supporting shareholder alignment.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine 25k-share option grant to CRGX director; neutral impact.

The transaction is a standard onboarding/annual equity award for an outside director. At $4.35 strike (roughly market price), the option is at-the-money, conveying upside only if CRGX appreciates. Vesting over one year or at the next AGM is consistent with prevailing governance norms and introduces no unusual acceleration clauses. No cash outflow, dilution is de minimis (≈0.06 % of basic shares assuming ~40 m shares outstanding). Absence of open-market buying or selling means the filing offers limited signal about insider sentiment. Overall, investors should view this as routine incentive alignment 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^*

Lubner David Charles

(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 David Lubner	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

How many CARGO Therapeutics (CRGX) options were granted to Director David Lubner?

He received 25,000 stock options on 18 June 2025.

What is the exercise price of the new CRGX options?

The options are exercisable at $4.35 per share.

When will the 25,000 CRGX options vest?

All options vest 100 % on the earlier of 18 June 2026 or the company’s next annual meeting.

Did the Form 4 report any purchase or sale of CRGX common stock?

No. The filing only reports an option grant; no common shares were bought or sold.

How many derivative securities does David Lubner own after the transaction?

He beneficially owns 25,000 derivative securities following the grant.