Form 4: Capricor GC Granted 45,000 Stock Options

Capricor Therapeutics' EVP and General Counsel, Karen Krasney, was granted 45,000 stock options with varying vesting schedules.

Summary

• Karen Krasney, Executive Vice President and General Counsel of Capricor Therapeutics, Inc. (CAPR), was granted a total of 45,000 stock options on January 5, 2026.
• The first grant of 22,500 stock options has an exercise price of $24.81 and vests 1/48th on the first day of each month, commencing February 1, 2026, until fully vested. This option expires on January 5, 2036.
• The first grant includes an early exercise feature, allowing purchase of shares prior to vesting, with unvested shares subject to a repurchase option by the Issuer if service terminates.
• The second grant of 22,500 stock options also has an exercise price of $24.81 and vests upon the date of U.S. Food and Drug Administration (FDA) approval of Deramiocel. This option expires on January 5, 2027, and vesting is subject to continued service.
• Following these transactions, Karen Krasney beneficially owns 22,500 derivative securities from each grant, totaling 45,000 derivative securities.

Sentiment

Score: 7

Explanation: The grant of stock options to a key executive is generally a positive indicator of aligning management incentives with shareholder value, especially with performance-based vesting tied to a significant product milestone. This is a routine compensation event for an insider.

Positives

• The grant of stock options to a key executive aligns management's financial interests with those of shareholders, incentivizing long-term performance.
• The vesting of 22,500 options is tied to the FDA approval of Deramiocel, a significant corporate milestone, indicating a performance-based compensation structure.

Risks

• The vesting of 22,500 stock options is contingent upon the U.S. Food and Drug Administration (FDA) approval of Deramiocel, which introduces inherent regulatory and clinical development risk.
• The early exercise feature for 22,500 stock options means that if the reporting person exercises prior to vesting and their service terminates, the unvested shares are subject to a repurchase option in favor of the Issuer.

Future Outlook

The company's future outlook, as implied by the option vesting conditions, includes the anticipated U.S. Food and Drug Administration approval of Deramiocel.

Industry Context

The granting of stock options, particularly with performance-based vesting tied to regulatory milestones like FDA approval, is a common practice in the biotechnology and pharmaceutical industries to incentivize executives and align their interests with the company's strategic objectives and shareholder value creation.

Comparison to Industry Standards

• The structure of these stock option grants, including a mix of time-based and performance-based vesting (FDA approval), is consistent with executive compensation practices observed in comparable biotechnology companies.
• Tying a significant portion of executive compensation to a critical regulatory milestone like FDA approval for a key product candidate (Deramiocel) is a standard mechanism to drive product development and commercialization efforts within the biotech sector.

Corporate Governance

Related Party Transactions

• The grant of stock options to Karen Krasney, an Executive Vice President and General Counsel, constitutes an executive compensation arrangement between the company and a related party.

Stakeholder Impact

• Shareholders: Potential positive impact due to increased alignment of executive incentives with company performance and value creation.
• Employees: No direct impact on general employees mentioned, but reflects compensation strategy for key executives.

Next Steps

• Continued service of Karen Krasney to the Issuer.
• Progress towards U.S. Food and Drug Administration approval of Deramiocel.

Key Dates

Keywords

Capricor Therapeutics, CAPR, Stock Options, Form 4, Insider Transaction, Karen Krasney, Executive Compensation, Deramiocel, FDA Approval