Barinthus director logs 0.111-for-1 merger exchange
Director Anne M. Phillips’ Barinthus options and shares were converted into securities of the new parent company in a merger-related restructuring.
Rhea-AI Filing Summary
Barinthus Biotherapeutics plc (BRNS) director Anne M. Phillips reported merger-related dispositions of Barinthus equity on September 9, 2026. Several employee share options to acquire Ordinary Shares, including options over 34,328 shares at $17.00 and 18,604 shares at $4.27, ceased to represent rights in Barinthus and were converted into options over common stock of the acquiring parent company under an Agreement and Plan of Merger. In addition, 3,000 Ordinary Shares were disposed of to Barinthus and each such share was converted into the right to receive 0.111 share of common stock of the parent. No Rule 10b5-1 trading plan is reported, and no remaining Barinthus derivative positions are listed.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 114,819 shares
Disposition
6 txns
Insider
Phillips Anne M.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| 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 | 3,000 | -- | -- |
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: 3,000 shares
Share option grant 1: 34,328 shares at $17.00
Share option grant 2: 18,604 shares at $4.27
+5 more
8 metrics
Ordinary Shares disposed
3,000 shares
Ordinary Shares of Barinthus converted at the Effective Time on September 9, 2026
Share option grant 1
34,328 shares at $17.00
Share Option (Right to Buy) converted into an option over parent company stock; expires May 1, 2031
Share option grant 2
18,604 shares at $4.27
Share Option (Right to Buy) converted into an option over parent company stock; expires June 15, 2032
Share option grant 3
19,197 shares at $2.27
Share Option (Right to Buy) converted into an option over parent company stock; expires May 11, 2033
Share option grant 4
19,516 shares at $2.34
Share Option (Right to Buy) converted into an option over parent company stock; expires May 10, 2034
Share option grant 5
20,174 shares at $1.00
Share Option (Right to Buy) converted into an option over parent company stock; expires June 10, 2035
Share conversion ratio
0.111 shares
Each Barinthus Share converted into 0.111 share of parent company common stock at the Effective Time
Effective Time
September 9, 2026
Date when the scheme of arrangement became effective and Barinthus became a wholly owned subsidiary
Key Terms
Agreement and Plan of Merger, scheme of arrangement, American Depositary Shares, Topco Common Stock, +2 more
6 terms
Agreement and Plan of Merger regulatory
"in connection with the Agreement and Plan of Merger, dated September 29, 2025"
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
"each Share of the Issuer was converted into the right to receive 0.111 shares of Topco Common Stock"
Effective Time regulatory
"On September 9, 2026 (the "Effective Time"), in connection with the effectiveness of the scheme"
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 Anne M. Phillips report on this Form 4?
She reported merger-related dispositions of Barinthus Biotherapeutics plc equity on September 9, 2026, including employee share options and 3,000 Ordinary Shares, in connection with the acquisition of Barinthus by a new parent company.
Were there specific BRNS option grants highlighted in this Form 4?
Yes. Reported options included awards over 34,328 shares at a $17.00 exercise price expiring May 1, 2031, and 18,604 shares at $4.27 expiring June 15, 2032, along with several other option positions at lower exercise prices and later expirations.
Did Anne M. Phillips retain any BRNS securities after these transactions?
For 3,000 Ordinary Shares, the Form 4 shows 0 shares held directly after the transaction. The filing reports no remaining Barinthus derivative positions, as her options were converted into options over the parent company’s common stock.
Was a Rule 10b5-1 trading plan involved in these BRNS transactions?
No. The Rule 10b5-1 checkbox on the Form 4 is not affirmed, and the footnotes describe these as merger-related conversions and dispositions under the Agreement and Plan of Merger, rather than trades under a pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
