Arvinas seals VEPPANU deal, gets $70M upfront

Arvinas, Inc. reports that its license agreement with Rigel Pharmaceuticals and Pfizer for VEPPANU (vepdegestrant) is now effective after early Hart-Scott-Rodino antitrust clearance.

Rhea-AI Filing Summary

Arvinas, Inc. reports that its license agreement with Rigel Pharmaceuticals and Pfizer for VEPPANU (vepdegestrant) is now effective after early Hart-Scott-Rodino antitrust clearance. Rigel has paid an aggregate $70.0 million upfront to Arvinas and Pfizer.

The partners are eligible for an additional $15.0 million upon completion of certain development and manufacturing transition work, and up to $320.0 million in future development, regulatory and commercial milestone payments, plus tiered mid-teens to mid-20s royalties on worldwide VEPPANU sales. All payments are to be split evenly between Arvinas and Pfizer, replacing unearned future amounts under their 2021 collaboration.

Positive

• License effectiveness and immediate cash inflow: Early HSR clearance makes the VEPPANU license effective, triggering a shared $70.0 million upfront payment to Arvinas and Pfizer, with additional upside from a $15.0 million transition payment, up to $320.0 million in milestones, and tiered mid-teens to mid-20s royalties.

Negative

• None.

Insights

Biopharma deal and valuation analyst

VEPPANU deal effectiveness brings immediate cash and sizable potential milestones for Arvinas.

The effectiveness of the VEPPANU license with Rigel converts a signed agreement into a live economic relationship. Early Hart-Scott-Rodino clearance removes a key regulatory hurdle, allowing the transaction to close and economics to start flowing.

Financially, Arvinas and Pfizer share a $70.0 million upfront payment, with eligibility for a further $15.0 million tied to transition activities and up to $320.0 million in development, regulatory and commercial milestones. Tiered royalties in the mid-teens to mid-20s on worldwide VEPPANU sales add long-term upside potential.

The structure shifts Arvinas’ economics from its 2021 Pfizer collaboration to this new license framework, concentrating value in milestones and royalties. Actual impact will depend on VEPPANU’s clinical progress, regulatory outcomes and commercial performance, which will be reflected in future company disclosures.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Upfront payment: $70.0 million Transition payment: $15.0 million Milestone potential: Up to $320.0 million +3 more

6 metrics

Upfront payment $70.0 million Aggregate one-time payment from Rigel to Arvinas and Pfizer under VEPPANU license

Transition payment $15.0 million Additional payment from Rigel upon completion of select transition activities

Milestone potential Up to $320.0 million Contingent development, regulatory and commercial milestone payments for VEPPANU

Royalty range Mid-teens to mid-20s % Tiered royalties on worldwide net sales of VEPPANU

Payment split 50% / 50% All license payments shared evenly between Arvinas and Pfizer

HSR clearance date June 11, 2026 Early termination of Hart-Scott-Rodino waiting period for the transaction

Key Terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976, License Agreement, contingent payments, tiered royalties, +1 more

5 terms

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

License Agreement financial

"entered into a license agreement (the “License Agreement”) with Rigel Pharmaceuticals, Inc."

A license agreement is a contract where the owner of intellectual property, technology, a brand, or other rights gives another party permission to use those assets under specified conditions, usually for fees, royalties or other payments. For investors it matters because such deals create or limit predictable revenue streams, affect profit margins, transfer legal and commercial risk, and can determine how quickly a company can grow — like renting out a patented tool to earn steady income while keeping ownership.

contingent payments financial

"eligible to receive up to an additional $320.0 million as contingent payments based on future development, regulatory and commercial milestones"

Contingent payments are future sums a buyer agrees to pay a seller only if specified events occur, such as meeting revenue targets, regulatory approval, or achieving performance milestones. For investors, they matter because they shift some price risk from buyer to seller and can change a company’s expected cash flow and valuation — like paying a bonus only if a project succeeds, which affects how much value is really being bought.

tiered royalties financial

"tiered royalties in the mid-teens to mid-20s based upon worldwide net sales of VEPPANU"

Tiered royalties are a payment structure where the percentage of earnings paid as royalties changes based on different levels of sales or production. For example, a company might pay a smaller percentage on initial sales and a higher percentage as sales increase beyond certain points. This system encourages higher sales by adjusting payments, making it important for investors to understand how revenue sharing may vary as a product or project grows.

forward-looking statements regulatory

"This on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Arvinas (ARVN) announce about the VEPPANU license with Rigel and Pfizer?

Arvinas announced that its VEPPANU (vepdegestrant) license agreement with Rigel and Pfizer became effective after early Hart-Scott-Rodino clearance. This effectiveness triggers a substantial upfront payment and sets the terms for future milestone and royalty payments tied to VEPPANU’s development and commercialization.

How much upfront cash will Arvinas (ARVN) receive from the VEPPANU deal?

The VEPPANU license provides a one-time, upfront payment of $70.0 million from Rigel to Arvinas and Pfizer in the aggregate. All payments under the agreement, including this upfront amount, are to be split evenly between the two partners, giving Arvinas a meaningful immediate cash benefit.

What additional milestone payments can Arvinas (ARVN) receive under the Rigel VEPPANU agreement?

Beyond the upfront payment, Arvinas and Pfizer are eligible for an additional $15.0 million from Rigel upon completing specified transition activities. They may also receive up to $320.0 million in contingent payments tied to future development, regulatory, and commercial milestones for VEPPANU worldwide.

What royalty rates will Arvinas (ARVN) earn on VEPPANU sales under the Rigel license?

Under the license, Arvinas and Pfizer are entitled to tiered royalties in the mid-teens to mid-20s percentage range on worldwide net sales of VEPPANU. These royalties, subject to specified reductions, are shared equally between Arvinas and Pfizer as part of the agreement’s long-term economics.

How does the new VEPPANU license affect Arvinas’ prior collaboration with Pfizer?

The company states that milestone and royalty payments under the VEPPANU license replace any unearned future amounts that might have been owed by Pfizer under their July 21, 2021 collaboration agreement. This shifts Arvinas’ future economics to the new Rigel-centered licensing structure for VEPPANU.

What regulatory step allowed the Arvinas VEPPANU transaction with Rigel to close?

The parties received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. This HSR clearance, combined with satisfaction of other closing conditions, allowed the license agreement to become effective and triggered the upfront payment from Rigel.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:30 PM EDT Learn about SEC filing dates

0001655759FALSE00016557592026-06-112026-06-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2026

__________________

Arvinas, Inc.

(Exact name of registrant as specified in its charter)

__________________

Delaware			001-38672			47-2566120
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5 Science Park 395 Winchester Ave. New Haven, Connecticut			06511
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 535-1456

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

ARVN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01    Other Events.

As previously announced, on May 11, 2026, Arvinas, Inc., a Delaware corporation (“Arvinas”), and Arvinas’ direct subsidiaries, Arvinas Operations, Inc. (“Operations”) and Arvinas Estrogen Receptor, Inc. (“Arvinas ER,” together with Arvinas and Operations, the “Company”), together with Pfizer Inc. (“Pfizer”), entered into a license agreement (the “License Agreement”) with Rigel Pharmaceuticals, Inc. (“Rigel”), for the exclusive global development, manufacturing and commercialization rights for VEPPANU™ (vepdegestrant).

On June 11, 2026, the Company, Pfizer and Rigel received notice that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had been granted with respect to the License Agreement transaction (the “HSR Clearance”). As a result of the HSR Clearance and satisfaction of other closing conditions, pursuant to the terms of the License Agreement, the License Agreement became effective and Rigel has paid to the Company and Pfizer a one-time, upfront payment in the aggregate amount of $70.0 million. In addition, the Company and Pfizer will receive an additional payment in the amount of $15.0 million from Rigel upon successful completion of select development and manufacturing transition activities. The Company and Pfizer will also be eligible to receive up to an additional $320.0 million as contingent payments based on future development, regulatory and commercial milestones being met, as well as tiered royalties in the mid-teens to mid-20s based upon worldwide net sales of VEPPANU™ (vepdegestrant), subject to reduction under certain circumstances as provided in the License Agreement. All payments under the License Agreement will be distributed evenly between the Company and Pfizer. As previously announced, the milestones and royalty payments under the License Agreement replace any unearned future amounts that may be owed by Pfizer to the Company under the collaboration agreement, dated as of July 21, 2021, by and between the Company, certain of the Company’s subsidiaries and Pfizer.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties, including statements regarding the receipt of transition, development, regulatory, and commercial payments under the License Agreement and the future development, manufacturing and commercialization of VEPPANU. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K, including statements regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements made by the Company as a result of various risks and uncertainties, including but not limited to: each party’s performance of its obligations under the License Agreement, whether Rigel will successfully commercialize VEPPANU on the current timeline expectations or at all, and other important factors discussed in the “Risk Factors” sections contained in the Company’s quarterly and annual reports on file with the U.S. Securities and Exchange Commission. The forward-looking statements contained in this filing reflect the Company’s current views with respect to future events, and the Company assumes no obligation to update any forward-looking statements except as required by applicable law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARVINAS, INC.
Date: June 16, 2026			By:			/s/ Jared Freedberg
						Jared Freedberg General Counsel

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