Form 4: CARGO Therapeutics Director Disposes Options Post-Merger

CARGO Therapeutics Director Reid Huber disposed of 25,000 stock options following the company's acquisition by Concentra Biosciences for $4.379 cash plus CVRs per share.

Summary

• Reid M. Huber, a Director of CARGO Therapeutics, Inc. (CRGX), reported the disposition of 25,000 stock options.
• This disposition occurred on August 19, 2025, as a result of CARGO Therapeutics' merger with Concentra Merger Sub VII, Inc., a wholly-owned subsidiary of Concentra Biosciences, LLC.
• The merger followed a tender offer completed on August 18, 2025, where Concentra Biosciences acquired all outstanding shares of CARGO Therapeutics common stock.
• The offer price was $4.379 per share in cash, plus one non-transferable contractual contingent value right (CVR) per share.
• Immediately prior to the merger's effective time, all outstanding options, including Huber's, became fully vested and exercisable.
• Unexercised options were canceled and converted into a cash payment equal to the difference between the cash offer price and the option's exercise price, multiplied by the number of underlying shares, plus one CVR per underlying share.
• Huber's options had an exercise price of $4.35, resulting in a cash payment of $0.029 per share ($4.379 $4.35) and one CVR per share.
• Options with an exercise price equal to or greater than the cash offer price were canceled for no consideration.
• Following this transaction, Reid Huber beneficially owns 0 derivative securities.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting person as their in-the-money options were successfully converted into cash and CVRs as part of a completed acquisition. For the company, it represents the successful completion of an acquisition, which is generally a positive outcome for shareholders who tendered their shares.

Positives

• The merger completion indicates a successful acquisition for CARGO Therapeutics shareholders and option holders.
• Options became fully vested and exercisable immediately prior to the merger, allowing holders to realize value.
• Reid Huber received cash and CVRs for his in-the-money options.

Negatives

• Options with an exercise price equal to or greater than the cash offer price were canceled for no consideration, potentially resulting in a loss for some option holders.
• The company is now a wholly-owned subsidiary, meaning its public trading ceased.

Future Outlook

The filing primarily reports a completed transaction and does not provide forward-looking statements or guidance regarding the future operations of the now wholly-owned subsidiary.

Industry Context

This filing reflects a common trend of consolidation in the biotechnology or pharmaceutical sector, where larger entities acquire smaller, often clinical-stage, companies to expand their pipeline or market share. The use of CVRs is also a common mechanism in biotech acquisitions to bridge valuation gaps based on future clinical or regulatory milestones.

Comparison to Industry Standards

• The acquisition price of $4.379 per share plus a CVR is specific to CARGO Therapeutics' valuation at the time of the merger.
• Without detailed financial performance metrics for CARGO Therapeutics or specific CVR terms, a direct comparison to industry benchmarks like recent biotech acquisitions (e.g., Pfizer's acquisition of Seagen, Merck's acquisition of Prometheus Biosciences) is not fully possible.
• However, the structure of cash plus CVRs is a standard approach in biotech M&A, allowing for contingent payments tied to future performance or milestones, which is common when a target company has significant pipeline assets or regulatory hurdles.

Stakeholder Impact

• Shareholders: Those who tendered shares received $4.379 cash plus one CVR per share.
• Option Holders: In-the-money option holders received cash and CVRs; out-of-the-money options were canceled without consideration.
• Employees: The company is now a wholly-owned subsidiary, which may lead to integration changes, though not explicitly stated.

Next Steps

• The CVRs will be subject to the terms of the Contingent Value Rights Agreement, implying potential future payments based on specific milestones.

Key Dates

Keywords

CARGO Therapeutics, CRGX, Concentra Biosciences, Merger, Acquisition, Tender Offer, Stock Options, Form 4, SEC Filing, Contingent Value Right, CVR, Reid Huber, Beneficial Ownership