Form 4: Capricor EVP Sells Shares Under Pre-Arranged 10b5-1 Plan
Insider Transaction Report
Capricor Therapeutics' EVP and General Counsel, Karen Krasney, reported the exercise of stock options and subsequent sale of common stock totaling 25,000 shares under a Rule 10b5-1 trading plan.
Summary
- Karen Krasney, EVP and General Counsel of Capricor Therapeutics, Inc. (CAPR), reported transactions on March 31, 2026, under a Rule 10b5-1 trading plan adopted in December 2025.
- Acquired 693 shares of Common Stock by exercising options at $1.39 per share.
- Acquired 21,488 shares of Common Stock by exercising options at $3.74 per share.
- Acquired 2,819 shares of Common Stock by exercising options at $3.18 per share.
- Disposed of 25,000 shares of Common Stock at a weighted average price of $30.1174 per share, with prices ranging from $30.00 to $30.31.
- Following these transactions, direct beneficial ownership of Common Stock stands at 30,547 shares.
- Remaining derivative securities include 2,807 stock options exercisable at $1.39, 74,205 stock options exercisable at $3.74, and 81,261 stock options exercisable at $3.18.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While an executive selling shares can sometimes be perceived negatively, the transaction was pre-scheduled under a 10b5-1 plan, indicating a routine liquidity event rather than a reaction to new information. The executive also realized substantial gains, which is a positive for individual compensation.
Positives
- The executive realized significant gains by exercising stock options at substantially lower prices ($1.39, $3.74, $3.18) and selling the shares at a weighted average price of $30.1174.
- The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent transaction rather than an immediate reaction to market conditions.
Negatives
- The executive reduced their direct beneficial ownership of common stock by 25,000 shares, which could be interpreted by some as a reduction in direct exposure to the company's equity.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that insider transactions, particularly those executed under Rule 10b5-1 plans, are common in the biotechnology and pharmaceutical sectors. These plans allow executives to sell shares over time in a pre-scheduled manner, mitigating concerns about trading on material non-public information. The significant difference between the option exercise prices and the sale price highlights the potential for executive compensation to be tied to long-term stock performance, a common practice across industries.
Stakeholder Impact
- Shareholders: The sale of shares by an executive could slightly increase the float, but given it's a pre-arranged plan, it's unlikely to have a significant immediate impact on share price or market sentiment. The executive's continued significant option holdings suggest ongoing alignment with shareholder interests.
Key Dates
| Date | Description |
|---|---|
| January 2, 2018 | Grant date for a stock option covering 35,000 shares (adjusted later). |
| February 1, 2018 | Commencement of vesting for 1/48th of shares each month for the option granted January 2, 2018. |
| June 4, 2019 | Date of a 1-for-10 reverse stock split affecting previously granted options. |
| February 12, 2020 | Date of a share reprice for an option, adjusting the exercise price to $1.39 per share. |
| February 1, 2021 | Commencement of vesting for 1/48th of shares each month for an option related to 21,488 shares. |
| February 1, 2022 | Commencement of vesting for 1/48th of shares each month for an option related to 2,819 shares. |
| December 2025 | Adoption date of the Rule 10b5-1 trading plan by the Reporting Person. |
| March 31, 2026 | Transaction date for the exercise of stock options and sale of common stock. |
| April 1, 2026 | Signature date of the Form 4 filing. |
| January 2, 2028 | Expiration date for stock options with an exercise price of $1.39. |
| January 4, 2031 | Expiration date for stock options with an exercise price of $3.74. |
| January 3, 2032 | Expiration date for stock options with an exercise price of $3.18. |
Keywords
Capricor Therapeutics, CAPR, Form 4, Insider Trading, Stock Options, Executive Compensation, 10b5-1 Plan, Beneficial Ownership
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.