Form 4: Capricor CFO Sells Shares After Option Exercise

Capricor Therapeutics CFO Anthony Bergmann exercised stock options and subsequently sold 25,000 shares under a pre-arranged trading plan.

Summary

• Capricor Therapeutics' Chief Financial Officer, Anthony Bergmann, exercised 25,000 stock options for common stock at an exercise price of $3.18 per share on March 31, 2026.
• On the same date, Bergmann sold 25,000 shares of common stock at a weighted average price of $30.1261 per share, with individual transaction prices ranging from $30.00 to $30.32.
• The sale was conducted pursuant to a Rule 10b5-1 trading plan, which was adopted by the Reporting Person in December 2025.
• Following these transactions, Bergmann directly beneficially owns 8,223 shares of common stock and 141,980 stock options.
• The stock options exercised were part of a grant that vested 1/48th on the first day of each month, commencing February 1, 2022, and have an expiration date of January 3, 2032.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While an insider sale can sometimes raise questions, the transaction was pre-planned under a 10b5-1 plan, which mitigates concerns about opportunistic trading.

Positives

• The CFO realized a significant profit by exercising options at $3.18 and selling shares at a weighted average of $30.1261.
• The sale was executed under a Rule 10b5-1 trading plan, indicating a pre-scheduled transaction rather than an immediate reaction to new information.

Negatives

• A significant insider sale of 25,000 shares by the CFO, even if pre-planned, could be perceived negatively by some investors as a reduction in direct equity exposure.

Industry Context

StockSavvy.ai notes that insider sales, even under 10b5-1 plans, are routinely monitored by investors for insights into management's perception of future stock performance. While pre-planned, a sale of this magnitude by a CFO can sometimes be viewed with caution, especially in the biotechnology sector where stock performance is often tied to clinical trial results and regulatory milestones.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions across all industries.
• The execution of a 10b5-1 plan is a common practice among executives to manage personal finances and avoid accusations of trading on material non-public information, aligning with corporate governance best practices.
• There are no specific comparable companies, projects, or results mentioned in this transactional filing to assess against industry benchmarks beyond the procedural aspects.

Stakeholder Impact

• Shareholders: May interpret the sale differently; some may see it as routine financial planning, while others might view it as a reduction in insider confidence, though the 10b5-1 plan mitigates the latter concern.

Key Dates

Recommendation

The filing details a routine insider transaction under a pre-arranged 10b5-1 plan. While the CFO sold a significant number of shares, this is often for personal financial planning and does not inherently signal a change in the company's fundamental outlook. The exercise of options at a much lower price than the sale price indicates a profitable transaction for the insider. Without additional operational or financial news, this transaction alone does not warrant a change in investment thesis, suggesting a 'hold' recommendation.

Keywords

Capricor Therapeutics, CAPR, Form 4, Insider Trading, Stock Options, CFO, Anthony Bergmann, 10b5-1 Plan, Share Sale