CARGO Therapeutics insider options cashed out in Concentra acquisition for $4.379 plus CVRs
Rhea-AI Filing Summary
Insider reported option disposals tied to a completed merger. Krishnan Viswanadhan, a director of CARGO Therapeutics, Inc. (CRGX), recorded transactions dated 08/19/2025 showing the disposition of two stock options as part of the companys sale to Concentra Biosciences, LLC. The merger consideration was $4.379 per share in cash plus one non-transferable contingent value right (CVR) per share. The filing shows cancellation/conversion mechanics under the Merger Agreement: outstanding options became vested and exercisable and, if not exercised before the mergers effective time, were converted into the right to receive cash equal to the excess of the cash amount over each options exercise price multiplied by the underlying shares and one CVR per underlying share. The reported derivative disposals were 3,173 options at $1.09 and 25,000 options at $4.35, with zero common shares owned following the transactions.
Positive
- Merger closed and consideration defined: filing confirms the $4.379 per-share cash payment plus one CVR per share.
- In-the-money options converted to cash and CVRs: both reported option series had exercise prices below the cash amount, triggering cash settlement and CVR issuance.
Negative
- No retained common shares reported: the reporting person shows zero common stock beneficially owned following the transactions.
- Out-of-the-money option risk noted in agreement: options with exercise price equal to or above the cash amount were canceled for no consideration (general agreement term disclosed).
Insights
TL;DR: Directors options were cashed out in a merger for $4.379/share plus CVRs; filings confirm conversion and cancellation terms.
The Form 4 documents a transaction tied directly to a corporate acquisition. It discloses the mechanics by which in-the-money options were converted into a cash payout equal to the difference between the $4.379 per-share cash consideration and each options exercise price, plus issuance of CVRs. The filing lists two option groups totaling 28,173 underlying shares disposed on 08/19/2025 and reports zero post-transaction common shares held by the reporting person. For investors, this is a routine disclosure that confirms insider compensation instruments were settled in accordance with the Merger Agreement and that the transaction closed via tender offer followed by a merger.
TL;DR: The Merger Agreement triggered option vesting and cash/CVR conversion; filing quantifies the converted option positions.
The explanatory footnotes clarify standard post-closing treatment of equity awards: options became fully vested and exercisable immediately prior to the merger and, if not exercised, were cancelled in exchange for cash equal to the intrinsic value and one CVR per underlying share, with out-of-the-money options cancelled for no consideration. The reported disposed derivative positions (3,173 at $1.09 and 25,000 at $4.35) indicate the awards were in-the-money relative to the $4.379 cash consideration and thus subject to cash settlement and CVR issuance. This confirms the merger consideration structure and its application to equity awards.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 3,173 | $0.00 | -- |
| 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.
