Barinthus director exchanges 10,506 shares in merger
Barinthus Biotherapeutics director Pierre A. Morgon reported option and share dispositions tied to a merger that converted Barinthus into a wholly owned subsidiary.
Rhea-AI Filing Summary
Barinthus Biotherapeutics plc (BRNS) director Pierre A. Morgon reported several dispositions of securities on September 9, 2026, in connection with the closing of a merger under an Agreement and Plan of Merger. Barinthus became a direct wholly owned subsidiary of a new parent company at the merger’s effective time.
On that date, multiple share options to acquire Barinthus ordinary shares, with exercise prices ranging from $0.0001 to $17.00 per share and expiring between 2030 and 2035, were reported as dispositions to the issuer and converted into options over the parent company’s common stock on the same terms. In addition, 10,506 ordinary shares (which may be held as ADSs) were reported as disposed to the issuer as each Barinthus share was converted into the right to receive 0.111 shares of the parent company’s common stock. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 142,719 shares
Disposition
7 txns
Insider
Morgon Pierre A.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 20,394 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 34,328 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 18,604 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 19,197 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 19,516 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 20,174 | $0.00 | $0.00 |
| Disposition | Ordinary Shares F1, F2, F3 | 10,506 | -- | -- |
Holdings After Transaction:
Share Option (Right to Buy) — 0 contracts (Direct);
Ordinary Shares — 0 shares (Direct)
Footnotes (4)
- F1. The Ordinary Shares may be represented by American Depositary Shares ("ADSs" and together with the Ordinary Shares, the "Shares"), each of which currently represents one Ordinary Share.
- F2. This Form 4 reports securities transacted in connection with the Agreement and Plan of Merger, dated September 29, 2025, as amended (the "Merger Agreement") by and among the Issuer, Beacon Topco, Inc. ("Topco"), a Delaware corporation and a direct wholly owned subsidiary of the Issuer, Cdog Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Topco, and Clywedog Therapeutics, Inc., a Delaware corporation. On September 9, 2026 (the "Effective Time"), in connection with the effectiveness of the scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006 (the "Scheme") contemplated by the Merger Agreement, Topco acquired the entire issued share capital of the Issuer, resulting in the Issuer becoming a direct wholly owned subsidiary of Topco.
- F3. Pursuant to the Merger Agreement and in connection with the effectiveness of the Scheme, at the Effective Time, each Share of the Issuer was converted into the right to receive 0.111 shares of common stock, $0.0001 par value per share, of Topco (the "Topco Common Stock").
- F4. Pursuant to the Merger Agreement, at the Effective Time, each option to acquire Shares under the Issuer's equity plans that was outstanding as of immediately prior to the Effective Time ceased to represent a right to acquire Shares of the Issuer, and was converted into an option to acquire shares of Topco Common Stock and assumed by Topco on the same terms and conditions (including applicable vesting and exercisability conditions) as were applicable to such option immediately prior to the Effective Time.
Key Figures
Ordinary shares disposed: 10,506 shares
Share option disposition (exercise price $0.0001): 20,394 options
Share option disposition (exercise price $17.00): 34,328 options
+5 more
8 metrics
Ordinary shares disposed
10,506 shares
Disposition to issuer reported for September 9, 2026, in merger
Share option disposition (exercise price $0.0001)
20,394 options
Options expiring January 10, 2030 converted into parent company options
Share option disposition (exercise price $17.00)
34,328 options
Options expiring May 1, 2031 converted into parent company options
Share option disposition (exercise price $4.27)
18,604 options
Options expiring June 15, 2032 converted into parent company options
Share option disposition (exercise price $2.27)
19,197 options
Options expiring May 11, 2033 converted into parent company options
Share option disposition (exercise price $2.34)
19,516 options
Options expiring May 10, 2034 converted into parent company options
Share option disposition (exercise price $1.00)
20,174 options
Options expiring June 10, 2035 converted into parent company options
Share conversion ratio
0.111
Each Barinthus share converted into 0.111 shares of parent company common stock
Key Terms
Agreement and Plan of Merger, scheme of arrangement, American Depositary Shares, Topco Common Stock, +1 more
5 terms
Agreement and Plan of Merger regulatory
"reported securities transacted in connection with the Agreement and Plan of Merger"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
scheme of arrangement regulatory
"in connection with the effectiveness of the scheme of arrangement under Part 26"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
Topco Common Stock financial
"right to receive 0.111 shares of common stock, $0.0001 par value per share, of Topco"
Effective Time regulatory
"On September 9, 2026 (the "Effective Time"), in connection with the effectiveness"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did BRNS director Pierre A. Morgon report on this Form 4?
He reported dispositions of multiple share options and 10,506 ordinary shares of Barinthus Biotherapeutics plc on September 9, 2026, all in connection with the completion of a merger in which Barinthus became a direct wholly owned subsidiary of a new parent company.
Were the BRNS securities in this Form 4 represented by ADSs?
The filing states that the ordinary shares may be represented by American Depositary Shares (ADSs), with each ADS currently representing one ordinary share, and refers to the ordinary shares and ADSs together as the “Shares.”
Was a Rule 10b5-1 trading plan involved in these BRNS transactions?
No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were executed pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
