Thomas Basil's 100,375-share RSU vesting boosts Climb Bio ownership

Rhea-AI Filing Summary

Thomas Stephen Basil, a director of Climb Bio, Inc. (CLYM), had restricted stock units granted on June 27, 2024 vest after performance milestones were deemed achieved on 08/07/2025, resulting in the acquisition of 100,375 shares of common stock. The award was settled at a $0 per-share price as reported.

Following the vesting event, Mr. Basil's direct beneficial ownership increased to 304,657 shares. The Form 4 discloses that the RSUs were subject to performance-based milestones and continuous service and that the milestones were deemed achieved, causing full vesting of the award.

Positive

• 100,375 RSUs vested, resulting in acquisition of 100,375 common shares at a reported $0 per-share price
• Direct beneficial ownership increased to 304,657 shares, as disclosed on the Form 4
• RSUs were performance-based and vested only after milestones were deemed achieved and continuous service conditions met

Negative

• None.

Insights

Securities Analyst

TL;DR Director-level RSU vesting added 100,375 shares to the reporting person's direct holdings; routine disclosure without cash outlay.

The Form 4 reports a performance-driven RSU grant from June 27, 2024 vesting in full on August 7, 2025, creating an acquisition of 100,375 common shares at a reported price of $0. This is a non-cash equity settlement that increases the director's direct stake to 304,657 shares. Absent market-cap or percentage-of-outstanding-shares data, the filing itself is a standard insider ownership update rather than a material operational development.

Corporate Governance Expert

TL;DR Performance-based RSU vesting demonstrates compensation tied to milestones and service; disclosure aligns with Section 16 reporting requirements.

The explanatory note clarifies these were RSUs conditioned on specific performance milestones and continuous service. The milestones were deemed achieved, triggering full vesting. The Form 4 appropriately records the director's change in beneficial ownership and the mechanics of the award. This is a governance-level compensation realization event; the filing provides transparency but does not by itself indicate broader corporate governance changes.

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).

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^*

Thomas Stephen Basil

(Last) (First) (Middle)

C/O CLIMB BIO, INC.

20 WILLIAM STREET, SUITE 145

(Street)

WELLESLEY HILLS MA 02481

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Climb Bio, Inc. [ CLYM ]

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)
08/07/2025

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
Common Stock	08/07/2025		A		100,375(1)	A	$0	304,657	D

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

Explanation of Responses:

1. On June 27, 2024, the reporting person was granted restricted stock units ("RSUs") to acquire a total of 100,375 shares of common stock that vested based on the achievement of certain performance-based milestones and subject to continuous service. On August 7, 2025, the milestones were deemed to be achieved, resulting in the vesting of the RSUs as to all 100,375 shares.

	/s/ Chandra Adams, as Attorney-in-Fact	08/11/2025
	** 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

What insider transaction did Climb Bio (CLYM) report?

The Form 4 reports that director Thomas Stephen Basil had 100,375 RSUs vest and acquired 100,375 shares of common stock as a result.

When did the RSUs vest and what triggered vesting for CLYM?

The RSUs granted on June 27, 2024 were deemed to have met performance-based milestones on 08/07/2025, resulting in full vesting subject to continuous service.

How many shares does the reporting person own after the transaction?

After the reported transaction, the filing shows 304,657 shares of direct beneficial ownership.

What price was reported for the acquired shares?

The Form 4 records the acquisition price as $0 per share for the vested RSUs.

What is the reporting person's relationship to the issuer?

The filing identifies the reporting person, Thomas Stephen Basil, as a Director of Climb Bio, Inc.