Form 4: Capricor CFO Granted Equity Awards, Tied to FDA Approval

Capricor Therapeutics' Chief Financial Officer, Anthony Bergmann, received significant equity grants, including stock options and restricted stock units, with some vesting contingent on FDA approval of Deramiocel.

Summary

• Anthony Bergmann, Chief Financial Officer of Capricor Therapeutics, Inc. (CAPR), was granted derivative securities on January 5, 2026.
• The grants include two tranches of stock options, each for 25,000 shares, and 2,500 Restricted Stock Units (RSUs).
• One stock option tranche (25,000 shares) vests 1/48th monthly, commencing February 1, 2026, with an exercise price of $24.81 and an expiration date of January 5, 2036.
• The second stock option tranche (25,000 shares) vests upon U.S. Food and Drug Administration (FDA) approval of Deramiocel, with an exercise price of $24.81 and an expiration date of January 5, 2027.
• The 2,500 Restricted Stock Units (RSUs) were granted as part of the Issuer's annual equity grant to executive officers and vest annually at a rate of 25% commencing on February 1, 2027.
• All vesting is subject to Mr. Bergmann's continued service to Capricor Therapeutics through the respective vesting dates.
• The stock options are subject to early exercise, allowing purchase of shares prior to vesting, which would then be deemed restricted stock subject to a repurchase option by the Issuer if service terminates early.

Sentiment

Score: 6

Explanation: The filing reports a standard executive equity grant, which is generally a neutral to slightly positive event as it aligns management incentives with shareholder interests. The specific vesting condition tied to FDA approval of Deramiocel highlights a key company objective.

Positives

• The equity grants align the Chief Financial Officer's long-term interests with those of shareholders, incentivizing performance and retention.
• The grants are part of a standard annual equity compensation program for executive officers, indicating structured governance around executive pay.

Risks

• The vesting of 25,000 stock options is contingent on U.S. Food and Drug Administration (FDA) approval of Deramiocel, introducing regulatory risk to the compensation and highlighting the importance of this product for the company.
• The value of the stock options and RSUs is subject to the future performance of Capricor Therapeutics' common stock.
• All equity awards are subject to the reporting person's continued service to the Issuer through the vesting dates, posing a retention risk for the company if the executive departs.

Future Outlook

A significant portion of the CFO's equity compensation is tied to the future U.S. Food and Drug Administration (FDA) approval of Deramiocel, indicating the company's strategic focus and reliance on this product's regulatory success.

Industry Context

Equity grants, particularly those tied to specific product development milestones like FDA approval, are common in the biotechnology and pharmaceutical industries. This structure aims to incentivize executives to achieve critical regulatory milestones that drive significant value for the company.

Comparison to Industry Standards

• The use of stock options and restricted stock units for executive compensation is a standard practice across industries, including biotechnology.
• Tying a portion of executive equity vesting to specific regulatory milestones, such as FDA approval for Deramiocel, is a common and effective mechanism in the biotech sector to align executive incentives with critical product development objectives.
• The exercise price of $24.81 for the stock options is likely based on the market price of Capricor Therapeutics' common stock on the grant date, consistent with typical equity grant practices.

Corporate Governance

Related Party Transactions

• The filing details an equity grant to Anthony Bergmann, the Chief Financial Officer, which is a transaction between the company and an insider.

Stakeholder Impact

• Shareholders: The equity grants align the CFO's financial incentives with the company's performance and strategic goals, particularly the FDA approval of Deramiocel, potentially benefiting long-term shareholder value.
• Employees: The grants are part of executive compensation, which can influence overall compensation philosophy and morale within the company.
• Management: The grants provide significant long-term incentives and retention mechanisms for the Chief Financial Officer.

Next Steps

• Continued service of Anthony Bergmann to Capricor Therapeutics for vesting of all equity awards.
• Progress towards U.S. Food and Drug Administration (FDA) approval of Deramiocel, which is a vesting condition for 25,000 stock options.
• Monthly vesting of 1/48th of 25,000 stock options commencing February 1, 2026.
• Annual vesting of 25% of 2,500 Restricted Stock Units commencing February 1, 2027.

Key Dates

Keywords

Capricor Therapeutics, CAPR, Anthony Bergmann, Chief Financial Officer, CFO, Stock Options, Restricted Stock Units, RSUs, Equity Compensation, Insider Transaction, Form 4, SEC Filing, Deramiocel, FDA Approval, Biotechnology