[Form 4] Cel-Sci Corporation Insider Trading Activity

Rhea-AI Filing Summary

Cel-Sci Corp. (CVM) filed a Form 4 showing CEO & Director Geert R. Kersten was granted 25,000 stock options on 07/28/2025. The options carry an $8.20 exercise price, expire 07/27/2035, and vest in three equal annual tranches starting one year from grant. No common-stock purchases or sales were reported in Table I.

After the grant, Kersten directly holds 175,157 derivative securities (options). The transaction represents routine equity compensation and introduces only immaterial dilution given Cel-Sci’s outstanding share base. The filing contains no financial results, guidance changes, or other corporate events.

Positive

• Incentive alignment: Option grant ties CEO compensation to future share performance, potentially motivating value creation.

Negative

• Potential dilution: New options add to overhang, albeit modestly.
• No performance conditions: Time-based vesting may weaken pay-for-performance linkage.

Insights

Financial Analyst

TL;DR: Routine CEO option grant; negligible balance-sheet impact.

The 25k option award aligns the CEO with shareholders but is too small to materially affect dilution or valuation. Strike set at $8.20—likely near or slightly above market—so value is contingent on future price appreciation. Total options held (175k) remain minor versus Cel-Sci’s float. No cash outlay or revenue effect; investor impact neutral.

Corporate Governance Expert

TL;DR: Standard incentive structure; governance risk unchanged.

Three-year graded vesting promotes retention and long-term focus. Absence of performance hurdles limits pay-for-performance rigor, yet award size is moderate. Filing discloses direct ownership, enhancing transparency. Overall, governance profile remains stable.

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

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

KERSTEN GEERT R

(Last) (First) (Middle)

8229 BOONE BLVD

STE 802

(Street)

VIENNA VA 22182

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEL SCI CORP [ CVM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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
Options	$8.2	07/28/2025		A		25,000		(1)	07/27/2035	Common Stock	25,000	$0.01	175,157	D

Explanation of Responses:

1. The stock options vest in three (3) equal annual installments commencing one year after the grant date.

	Geert Kersten	07/29/2025
	** 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.
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FAQ

How many options did CVM's CEO receive in the latest Form 4?

Geert Kersten was granted 25,000 stock options on 07/28/2025.

What is the exercise price of the newly issued CVM options?

The options have an $8.20 exercise (conversion) price.

When do the options granted to CVM's CEO vest?

They vest in three equal annual installments starting one year after the 07/28/2025 grant date.

What is the expiration date for the CEO’s new CVM options?

The options expire on 07/27/2035.

How many derivative securities does the CEO hold after this transaction?

Following the grant, Kersten beneficially owns 175,157 options.