Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Carisma Therapeutics Inc. (the "Company") expects to continue to continue to attempt to sell or otherwise dispose of or monetize its remaining assets and pursue an orderly wind down of its remaining operations. As part of the wind down activities, on October 15, 2025, the Company notified (1) Steven Kelly, the Company's President and Chief Executive Officer, that his employment with the Company will terminate without cause, effective November 15, 2025, and (2) Michael Klichinsky, Pharm.D., Ph.D., the Company's Chief Scientific Officer, that his employment with the Company will terminate without cause, effective October 15, 2025.

Separation Agreement with Steven Kelly

On October 15, 2025, the Company entered into a Separation and Release Agreement with Mr. Kelly (the "Kelly Separation Agreement"), pursuant to which, based on his termination without cause, Mr. Kelly is entitled to receive, subject to his execution and non-revocation of a release of claims in favor of the Company and compliance with all post-employment obligations under law or any restrictive covenant agreement with the Company, (1) a lump sum payment equal to twelve months of his base salary, (2) a lump sum payment equal to 100% of his target bonus for 2025 pro-rated based on his departure date of November 15, 2025, and (3) for the earlier of 12 months or until Mr. Kelly becomes eligible for health insurance benefits by a subsequent employer, a taxable monthly payment of $3,757, which he may use to cover health insurance costs or for any other purpose, in each case, minus any applicable deductions and withholdings. The Kelly Separation Agreement supersedes the Retention and Transaction Bonus Agreement, dated August 29, 2025, by and between the Company and Mr. Kelly (the "Bonus Agreement"), which Bonus Agreement will be of no further force or effect.

Following Mr. Kelly's termination, the Company expects to appoint a consultant to serve as the Company's chief executive officer and manage remaining wind-down activities.

Separation Agreement with Michael Klichinksy

On October 15, 2025, the Company entered into a Separation and Release Agreement with Dr. Klichinsky (the "Klichinsky Separation Agreement", pursuant to which, based on his termination without cause, Dr. Klichinsky is entitled to receive, subject to his execution and non-revocation of a release of claims in favor of the Company and compliance with all post-employment obligations under law or any restrictive covenant agreement with the Company, (1) twelve months of his base salary, payable in installments over 12 months in accordance with the Company's regular payroll practices, (2) a lump sum payment equal to 100% of his target bonus for 2025 pro-rated based on his departure date of October 15, 2025, and (3) for the earlier of 12 months or until Dr. Klichinsky becomes eligible for health insurance benefits by a subsequent employer, a taxable monthly payment of $2,245, which he may use to cover health insurance costs or for any other purpose, in each case, minus any applicable deductions and withholdings.

The foregoing descriptions of the Kelly Separation Agreement and the Klichinsky Separation Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Director Resignations

On October 14, 2025, each of John Hohneker, M.D., Briggs Morrison, M.D. and David Scadden M.D. notified the Company of such director's decision to resign from the Company's board of directors (the "Board") and all committees thereof, effective October 15, 2025. On October 14, 2025, Mr. Kelly notified the Company of his decision to resign from the Board, effective November 15, 2025. The resignations were not a result of any disagreement with the Company's operations, policies or practices.