Akero Therapeutics (AKRO) bought by Novo Nordisk for cash and CVR

Rhea-AI Filing Summary

Akero Therapeutics’ Chief Scientific Officer reported the completion of a merger in which Novo Nordisk A/S acquired Akero through a cash-and-contingent value right structure. At the effective time on December 9, 2025, each share of Akero common stock held by the officer was cancelled and converted into the right to receive $54.00 in cash plus one contractual contingent value right that may pay $6.00 in cash if a specified milestone is achieved.

The report also shows that the officer’s restricted stock units became fully vested at closing and were converted into the same merger consideration for each underlying share. All compensatory stock options to purchase Akero common stock, whether vested or unvested, were cancelled and converted into a cash payment based on the excess of the $54.00 cash price over each option’s exercise price, plus one contingent value right for each underlying share, in line with the merger agreement.

Insights

Equity analyst

Novo Nordisk’s acquisition of Akero cashes out insider equity at fixed per-share terms plus a milestone-based CVR.

The report describes how Novo Nordisk A/S completed a merger with Akero Therapeutics, after which Akero became a wholly owned subsidiary. At the December 9, 2025 effective time, each share of Akero common stock was cancelled and converted into the right to receive $54.00 in cash plus one contingent value right that can pay $6.00 in cash if a specified milestone is met.

For the Chief Scientific Officer, all reported common shares and restricted stock units were treated as if fully vested and converted into this same merger consideration per underlying share. In addition, every compensatory stock option was deemed fully vested and cancelled, with the holder entitled to a cash payment equal to the excess of the $54.00 cash price over the option’s exercise price, multiplied by the number of underlying shares, plus one contingent value right for each such share.

This structure aligns the treatment of common stock, restricted stock units, and options under the merger agreement and provides clear, formula-based economics for the insider. The actual cash received from options depends on each grant’s exercise price, while any additional $6.00 per share from the contingent value rights depends on achievement of the specified milestone under the CVR agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rolph Timothy

(Last) (First) (Middle)

C/O AKERO THERAPEUTICS, INC.

601 GATEWAY BOULEVARD, SUITE 350

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Akero Therapeutics, Inc. [ AKRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/09/2025		D		238,339(1)	D	(1)	0	D
Common Stock	12/09/2025		D		43,810(2)	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$29.23	12/09/2025		D			3,421	(4)	12/16/2034	Common Stock	3,421	(4)	0	D
Stock Option (Right to Buy)	$19.87	12/09/2025		D			5,032	(4)	12/08/2033	Common Stock	5,032	(4)	0	D
Stock Option (Right to Buy)	$42.95	12/09/2025		D			2,328	(4)	12/09/2032	Common Stock	2,328	(4)	0	D
Stock Option (Right to Buy)	$29.23	12/09/2025		D			56,579	(4)	12/16/2034	Common Stock	56,579	(4)	0	D
Stock Option (Right to Buy)	$19.87	12/09/2025		D			119,969	(4)	12/08/2033	Common Stock	119,969	(4)	0	D
Stock Option (Right to Buy)	$42.95	12/09/2025		D			84,051	(4)	12/09/2032	Common Stock	84,051	(4)	0	D
Stock Option (Right to Buy)	$21.1	12/09/2025		D			26,152	(4)	12/08/2031	Common Stock	26,152	(4)	0	D
Stock Option (Right to Buy)	$21.1	12/09/2025		D			29,074	(4)	12/08/2031	Common Stock	29,074	(4)	0	D
Stock Option (Right to Buy)	$21.1	12/09/2025		D			29,074	(4)	12/08/2031	Common Stock	29,074	(4)	0	D
Stock Option (Right to Buy)	$28.35	12/09/2025		D			49,945	(4)	12/08/2030	Common Stock	49,945	(4)	0	D
Stock Option (Right to Buy)	$21.09	12/09/2025		D			389	(4)	12/13/2029	Common Stock	389	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 9, 2025, among the Issuer, Novo Nordisk A/S, a Danish aktieselskab ("Novo"), and NN Invest Sub, Inc ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of December 9, 2025 (such date and time, the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of Novo. At the Effective Time, each share of common stock of the Issuer ("Company Common Stock") reported in this Form 4 was cancelled and converted into the right to receive (i) cash in an amount equal to $54.00 (the "Closing Consideration") and (ii) one contractual contingent value right (a "CVR") representing the right to receive $6.00 in cash, if a specified milestone is achieved, pursuant to the CVR Agreement (as defined in the Merger Agreement) ((i) and (ii), together, the "Merger Consideration").

2. Represents restricted stock units ("Company RSUs") granted to the Reporting Person. Each Company RSU represented a contingent right to receive one share of Company Common Stock upon vesting of the Company RSU.

3. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and was converted into the right of the Reporting Person to receive the Merger Consideration in respect of each such Company RSU.

4. Pursuant to the Merger Agreement, at the Effective Time, each compensatory option to purchase shares of Company Common Stock (each, a "Company Option") reported in this Form 4, whether or not vested, was deemed fully vested and was cancelled and converted into the right to receive a cash payment equal to the product of the excess of the Closing Consideration over the per share exercise price of such Company Option, multiplied by the total number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, plus one CVR for each share of Company Common Stock subject to such Company Option immediately prior to the Effective Time.

	/s/ Jonathan Young, Attorney-in-Fact	12/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What happened to Akero Therapeutics (AKRO) in this Novo Nordisk transaction?

Akero Therapeutics was acquired by Novo Nordisk A/S through a merger. At the effective time on December 9, 2025, Akero became a wholly owned subsidiary of Novo, and each share of Akero common stock was cancelled and converted into the right to receive cash plus a contingent value right.

What per-share consideration do Akero Therapeutics (AKRO) holders receive in the merger?

Each share of Akero common stock is entitled to two components. Holders receive $54.00 in cash (the closing consideration) and one contingent value right that represents the right to receive $6.00 in cash if a specified milestone is achieved under the CVR agreement.

How were the Chief Scientific Officer’s restricted stock units treated in the Akero (AKRO) merger?

The restricted stock units became fully vested at the merger’s effective time. Each unit, representing one share of Akero common stock, was cancelled and converted into the right to receive the same merger consideration per underlying share as the common stock: $54.00 in cash plus one contingent value right.

What happened to the Akero (AKRO) stock options held by the reporting person?

All compensatory stock options were deemed fully vested and cancelled. For each option, the holder became entitled to a cash payment equal to the excess of the $54.00 cash price over the option’s exercise price, multiplied by the number of underlying shares, plus one contingent value right for each such underlying share.

What is the contingent value right (CVR) in the Akero Therapeutics (AKRO) deal?

The CVR is an additional milestone-based cash component. Each CVR represents the right to receive $6.00 in cash if a specified milestone, defined in the CVR agreement referenced by the merger agreement, is achieved.

Whose transactions are reported in this Akero Therapeutics (AKRO) insider filing?

The filing covers transactions by an Akero officer serving as Chief Scientific Officer. It reports the cancellation and conversion of this individual’s common shares, restricted stock units, and stock options into the merger consideration under the agreement with Novo Nordisk A/S.