Form 4: Capricor Director Granted 50,000 Stock Options

Capricor Therapeutics Director Frank Litvack was granted 50,000 stock options with an exercise price of $24.81, vesting monthly over 2026.

Summary

• Frank Litvack, a Director and Executive Chairman of Capricor Therapeutics, Inc. (CAPR), was granted 50,000 stock options.
• The options have an exercise price of $24.81 per share.
• The grant date for these options was January 5, 2026.
• Vesting occurs monthly, with 1/12th of the shares vesting on the first day of each month, commencing February 1, 2026, and concluding on December 31, 2026.
• The options expire on January 5, 2036.
• This award is for annual board service as Executive Chairman.

Sentiment

Score: 6

Explanation: This filing is a routine disclosure of director compensation, which is generally neutral but can be seen as slightly positive due to the alignment of director interests with shareholder value.

Positives

• The grant of 50,000 stock options to Director Frank Litvack aligns his interests with those of shareholders, incentivizing long-term company performance.
• The options were granted at an exercise price of $24.81, providing a clear benchmark for future stock performance required for the options to be in-the-money.

Risks

• The option is subject to early exercise, but if the reporting person exercises prior to vesting and their service terminates, the shares will be deemed restricted stock and subject to a repurchase option by the Issuer.

Future Outlook

No explicit forward-looking statements or guidance are provided beyond the vesting schedule and expiration date of the granted options.

Management Comments

• The award pertains to annual board service as Executive Chairman.

Industry Context

The grant of stock options to a director is a common practice in the biotechnology and pharmaceutical industries, serving as a form of executive compensation to align management and director interests with long-term shareholder value.

Comparison to Industry Standards

• Granting stock options as part of director compensation is a standard practice across many industries, including biotech, to incentivize long-term performance and align interests with shareholders. While specific comparable companies or projects are not detailed in this filing, the structure of the option grant (exercise price, vesting schedule, expiration) is typical for such compensation packages.

Corporate Governance

Related Party Transactions

• The grant of 50,000 stock options to Frank Litvack, a Director and Executive Chairman, constitutes a related party transaction as it involves compensation from the company to a key insider.

Stakeholder Impact

• Shareholders: Potential future dilution if options are exercised, but also increased alignment of a key director's financial interests with long-term shareholder value creation.
• Management/Directors: Frank Litvack's compensation package is enhanced, providing a direct incentive tied to the company's stock performance.

Next Steps

• The stock options will vest monthly, with 1/12th of the shares vesting on the first day of each month, commencing February 1, 2026, until December 31, 2026.
• Frank Litvack may choose to exercise the options at any time, including prior to full vesting, subject to the repurchase option by the Issuer if service terminates early.

Key Dates

Keywords

Capricor Therapeutics, CAPR, Frank Litvack, stock option, derivative, beneficial ownership, SEC Form 4, executive compensation, director compensation