Barinthus CMO converts options, 361K RSUs in merger
Barinthus Biotherapeutics plc (BRNS) reported that Chief Medical Officer Leon Hooftman’s equity awards in Barinthus were restructured on September 9, 2026 in connection with the closing of a previously agreed merger.
Rhea-AI Filing Summary
Barinthus Biotherapeutics plc (BRNS) reported that Chief Medical Officer Leon Hooftman’s equity awards in Barinthus were restructured on September 9, 2026 in connection with the closing of a previously agreed merger. Two options to acquire a total of 335,166 Ordinary Shares were disposed of to Barinthus and, under the merger terms, each such option ceased to represent a right to acquire Barinthus shares and was converted into an option over common stock of the acquiring parent company. In addition, 361,530 restricted share units and the related Ordinary Shares were reported as acquired and then disposed of at the same Effective Time, reflecting that these RSUs were automatically released and assumed as RSUs over the parent company’s common stock. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Hooftman Leon
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 195,166 | $0.00 | $0.00 |
| Disposition | Share Option (Right to Buy) F2, F4, F1 | 140,000 | $0.00 | $0.00 |
| Grant/Award | Ordinary Shares F1, F2, F3 | 361,530 | -- | -- |
| Disposition | Ordinary Shares F1, F2, F3 | 361,530 | -- | -- |
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. Represents restricted share units ("RSUs") previously granted to the Reporting Person, vesting of which was subject to completion of the transactions contemplated by the Merger Agreement. Each RSU represented the contingent right to receive one Share of the Issuer. At the Effective time, each RSU, whether or not then vested, was automatically released in consideration of the assumption of such RSU by Topco and converted into an RSU relating to the 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
Options disposed (first grant): 195,166 options
Exercise price (first grant): $2.00 per share
Expiration (first grant): June 3, 2034
+5 more
8 metrics
Options disposed (first grant)
195,166 options
Share options over Barinthus Ordinary Shares disposed to issuer and converted at Effective Time on September 9, 2026
Exercise price (first grant)
$2.00 per share
Exercise price of 195,166 Barinthus share options converted into parent company options
Expiration (first grant)
June 3, 2034
Original expiration date of 195,166 Barinthus share options before conversion
Options disposed (second grant)
140,000 options
Share options over Barinthus Ordinary Shares disposed to issuer and converted at Effective Time on September 9, 2026
Exercise price (second grant)
$1.00 per share
Exercise price of 140,000 Barinthus share options converted into parent company options
Expiration (second grant)
February 3, 2035
Original expiration date of 140,000 Barinthus share options before conversion
RSUs affected
361,530 RSUs
RSUs over Barinthus Shares whose vesting depended on merger completion and were converted into RSUs over parent common stock
Effective Time
September 9, 2026
Date the scheme of arrangement became effective and equity awards were converted
Key Terms
Agreement and Plan of Merger, scheme of arrangement, restricted share units ("RSUs"), American Depositary Shares ("ADSs"), +1 more
5 terms
Agreement and Plan of Merger regulatory
"This Form 4 reports 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
"converted into an RSU relating to the common stock, $0.0001 par value per share, of Topco"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider equity changes were reported at Barinthus Biotherapeutics (BRNS)?
On September 9, 2026, Barinthus reported that Chief Medical Officer Leon Hooftman had Barinthus options over 335,166 Ordinary Shares and 361,530 RSUs cancelled in Barinthus form and converted into equity awards over the acquiring parent company’s common stock under a merger agreement.
How many Barinthus options did the CMO have converted in the merger?
Two option awards were affected, covering 195,166 Ordinary Shares with a $2.00 exercise price expiring June 3, 2034 and 140,000 Ordinary Shares with a $1.00 exercise price expiring February 3, 2035. Each option was converted into an option over the parent company’s common stock.
Was a Rule 10b5-1 trading plan used for these BRNS insider transactions?
No. The filing indicates no Rule 10b5-1 trading plan for these transactions; they occurred as part of the automatic equity conversion mechanics at the merger’s Effective Time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
