[8-K] Beam Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D discloses that the Silver Lake–affiliated reporting persons (Global Blue Holding L.P., SL Globetrotter L.P., SL Globetrotter GP Ltd., Silver Lake Technology Associates III Cayman L.P. and Silver Lake (Offshore) AIV GP III Ltd.) have tendered all of their equity interests in Global Blue Group Holding AG (“GB”) in connection with the cash tender offer launched by Shift4 Payments, Inc. and its Swiss merger subsidiary.

The offer, which commenced on 21 March 2025 and expired one minute after 11:59 p.m. (NYC time) on 2 July 2025, met all conditions. The Silver Lake vehicles tendered:

• 34,871,499 ordinary shares held by Cayman Holdings at $7.50 per share
• 4,939,137 Series A preferred shares (convertible into ordinary shares) at $10.00 per share
• 91,230,811 ordinary shares held by Globetrotter at $7.50 per share
• 11,970,487 Series A preferred shares held by Globetrotter at $10.00 per share

In addition, 2,701,935 Global Blue warrants (Cayman Holdings) and 6,548,415 warrants (Globetrotter) were cashed-out and are no longer exercisable. As a result of these transactions, the reporting persons now report 0 shares beneficially owned (0.0% of the class) and thereby cease to be 5% holders as of 3 July 2025.

Following completion of the offer, director Joseph Osnoss resigned from the Global Blue board. The filing attaches an amended Annex A listing directors of the Silver Lake general partners and adds Exhibit 99.1 containing that information.

This amendment is limited to updating ownership, identity disclosures and purpose-of-transaction details; all other information in prior filings remains unchanged.

Positive

• Completion of Shift4 tender offer provides shareholders with immediate cash at $7.50 per ordinary share and $10 per Series A preferred, crystallising value.
• Over 142 million shares and 9.25 million warrants were tendered, eliminating a sizable private-equity overhang and simplifying the cap table.

Negative

• Silver Lake’s exit removes a long-term strategic investor, potentially reducing institutional support and signalling full control by Shift4.
• Resignation of director Joseph Osnoss creates short-term governance transition risk until a new board structure is confirmed.

Insights

Financial Analyst

TL;DR Shift4’s tender offer closed; Silver Lake tendered 100% of its 142 M+ shares & warrants, exiting Global Blue at $7.50/$10 cash.

Impact assessment: The transaction removes a large private-equity overhang and confirms a full change-of-control at pre-negotiated cash prices. The roughly US$1.2 billion gross proceeds to Silver Lake (142 M ordinary-share equivalents × blended price ≈ $8.4) suggest a clean exit and validate the valuation underlying Shift4’s strategic expansion into tax-free shopping payments. For remaining public investors, liquidity is now concentrated in Shift4’s hands, and the free float will shrink sharply once merger mechanics complete, implying potential delisting down the line. While price terms were announced in February, the filing provides final confirmation that all shares were accepted and paid. Governance shifts are underway—Joseph Osnoss’s resignation foreshadows a reconstituted board aligned with Shift4.

Corporate Governance Expert

TL;DR Silver Lake’s exit ends its board representation; control passes to Shift4, triggering governance realignment.

The amendment documents the formal relinquishment of equity and board influence by Silver Lake. With zero ownership, its affiliated director resigned, eliminating potential conflict-of-interest issues during post-merger integration. The Schedule 13D amendment also satisfies Section 13(d) requirements by noting cessation of 5% ownership. Investors should monitor subsequent filings for board re-composition, potential squeeze-out or listing status changes. From a compliance standpoint, the clean break reduces related-party complexities in future disclosures.

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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): July 01, 2025

Beam Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39208	81-5238376
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
238 Main Street
Cambridge, Massachusetts				02142
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 857 327-8775

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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 $0.01 per share		BEAM		Nasdaq Global Select Market

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 ☐

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On July 1, 2025, Beam Therapeutics Inc. (the “Company”) entered into an Agreement and Plan of Merger pursuant to which it acquired an early-stage life sciences company (the “Agreement”). As consideration for the acquisition, the Company agreed to issue to the shareholders of the company (i) 403,128 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) as an upfront payment (the “Upfront Shares”) and (ii) up to an aggregate of $89,000,000 in potential additional payments upon the achievement of certain development, clinical and commercial milestones, which milestone payments may be made in cash or in shares of Common Stock (the “Milestone Shares”) in the Company’s sole discretion. Based on the closing price of the Common Stock of $17.01 per share on June 30, 2025, the maximum number of Milestone Shares issuable pursuant to the Agreement is 5,232,216 shares; however, the exact number of Milestone Shares cannot be determined at this time, and the Company intends to file an amendment to this Form 8-K to disclose the exact number of Milestone Shares issued, if any. The issuance of the Upfront Shares and any Milestone Shares that the Company elects to issue in satisfaction of milestone payments will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Based in part upon the representations of the shareholders of the company in the Agreement, the Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof for a transaction by an issuer not involving any public offering.

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.

			Beam Therapeutics Inc.
Date:	July 3, 2025	By:	/s/ John Evans
			John Evans, Chief Executive Officer

FAQ

What did Schedule 13D/A reveal about Silver Lake's stake in GB?

The filing shows Silver Lake entities now own 0 shares (0.0%) after tendering all holdings to Shift4.

How many Global Blue shares were tendered and at what price?

Silver Lake tendered 126,102,310 ordinary-share equivalents at $7.50 and 16,909,624 Series A preferred at $10.00.

When did Shift4's tender offer for Global Blue expire?

The offer expired one minute after 11:59 p.m. on 2 July 2025 (New York City time).

What happened to Global Blue warrants held by Silver Lake?

A total of 9,250,350 warrants were cashed out and are no longer exercisable for ordinary shares.

Did any board members resign following the transaction?

Yes. Joseph Osnoss, a Silver Lake affiliate, resigned from Global Blue’s board after the tender offer closed.