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

Securities Analyst

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.

M&A Specialist

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.

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^*

Viswanadhan Krishnan

(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)	$1.09	08/19/2025		D			3,173	(1)(2)(3)	10/26/2032	Common Stock	3,173	(1)(2)(3)	0	D
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 Krishnan Viswanadhan	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What did CRGX insider Krishnan Viswanadhan report on Form 4?

He reported disposal of 28,173 option shares on 08/19/2025 tied to the Merger, resulting in zero common shares owned following the transactions.

What was the merger consideration disclosed in the filing for CRGX?

The consideration was $4.379 per share in cash plus one non-transferable CVR per share.

How were outstanding options treated under the Merger Agreement?

Options became fully vested and exercisable and, if not exercised before the merger, were converted into cash equal to the excess of the cash amount over the exercise price multiplied by underlying shares and one CVR per share.

Which option series were disposed of by the reporting person?

3,173 options with $1.09 exercise price and 25,000 options with $4.35 exercise price were disposed of on 08/19/2025.

Did the filing indicate any options canceled for no consideration?

Yes, the Merger Agreement states options with exercise price equal to or greater than the cash amount were canceled for no consideration.