[Form 4/A] C4 Therapeutics, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Offering overview: Conagra Brands, Inc. (ticker CAG) has filed a preliminary prospectus supplement (Form 424B5, dated 15 Jul 2025) for a dual-tranche issuance of senior unsecured notes maturing in the 2030s/2040s (exact coupon, size and maturity placeholders to be finalised). The securities will rank pari passu with all existing senior unsecured debt, sit structurally junior to subsidiary liabilities and include a standard 101% change-of-control put plus make-whole call prior to the respective par-call dates. No stock-exchange listing is planned, so liquidity will rely on OTC trading.
Use of proceeds: Net proceeds (amount TBD) are earmarked for general corporate purposes, chiefly the repayment of a portion of the outstanding $1.0 billion 4.600% senior notes due 1 Nov 2025. Because certain underwriters may hold those 2025 notes, the transaction could trigger FINRA Rule 5121 conflict-of-interest provisions, although the investment-grade nature of the new notes removes the need for a qualified independent underwriter.
Capital structure (as of 25 May 2025):

• Cash & equivalents – $68 million
• Total debt – $8.07 billion (senior long-term $6.23 billion; current maturities $1.03 billion; commercial paper $0.80 billion)
• Total shareholders’ equity – $8.93 billion

The refinancing should extend the weighted-average maturity profile without materially increasing gross leverage.

Operating performance highlights: FY25 net sales fell 3.6% YoY to $11.61 billion, yet net income rebounded to $1.15 billion from $348 million in FY24, demonstrating margin recovery. Cash coverage remains tight, underscoring reliance on external funding.

Covenant package: Investment-grade style limitations on secured debt and sale-lease-back transactions cap new liens to 10 % of Consolidated Net Tangible Assets. No financial maintenance covenants are included.

Key risks: high leverage, limited cash, absence of an exchange listing for the notes, execution uncertainty due to placeholder pricing, potential rating downgrades, and industry headwinds (inflation, commodity volatility, consumer spending).

Positive

• Refinancing removes a $1.0 billion maturity due November 2025, improving near-term liquidity.
• FY25 net income rebounded to $1.15 billion, a material improvement over FY24.
• Indenture limits on secured debt and a 101 % change-of-control put offer baseline investor protection.

Negative

• Total debt remains high at $8.07 billion versus cash of only $68 million.
• Net sales declined for a second consecutive year, indicating topline pressure.
• The notes will not be listed on any exchange, potentially reducing secondary-market liquidity.
• Exact coupon, size and maturities are still unspecified, leaving pricing uncertainty.

Insights

Credit Analyst

TL;DR: Covenant-light, investment-grade refinancing extends maturities but leverage stays elevated.

The preliminary supplement outlines a straight refinancing trade: issue longer-dated senior notes and take out the $1 billion 4.600 % notes due Nov-25. From a credit perspective this is leverage-neutral and positive for liquidity because it removes a near-term maturity. Cash is minimal ($68 million) and total debt at $8.1 billion keeps debt-to-equity near 0.9×, so continued market access is critical. Indenture covenants are typical for BBB-level paper—only a 10 % secured-debt basket and a 101 % change-of-control put. Absence of an exchange listing means secondary liquidity could be thinner. Overall, the transaction is credit-neutral to modestly positive.

Equity Analyst

TL;DR: Debt swap smooths maturity wall but sales softness and high leverage temper enthusiasm.

Management is taking advantage of still-open IG markets to refinance 2025 maturities. While FY25 earnings recovered sharply (net income $1.15 billion vs $0.35 billion in FY24), revenue continues to drift lower and cash generation remains thin. The new offering does not change leverage metrics but does signal confidence in investment-grade ratings. Equity holders gain from reduced refinancing risk, yet ongoing debt load and lack of organic growth keep the story balanced.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REYNO LEONARD

(Last) (First) (Middle)

C/O C4 THERAPEUTICS, INC.

490 ARSENAL WAY #120

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
C4 Therapeutics, Inc. [ CCCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/10/2025		M(1)	V	15,325	A	$0	173,764	D
Common Stock	07/10/2025		F(2)		7,382	D	$1.99	166,382	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amendment to the Form 4 originally filed on July 14, 2025 is being filed voluntarily to report the acquisition of shares of Common Stock upon vesting of a previously disclosed grant of restricted stock units ("RSUs"). The grant of RSUs was initially reported in Table I of the Form 4 filed by the Reporting Person on July 12, 2023.

2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs and does not represent a sale by the Reporting Person.

Remarks:

	/s/ Shagha Russell, Attorney-in-Fact	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What will Conagra (CAG) use the senior note proceeds for?

Conagra intends to use the funds for general corporate purposes, primarily to repay part of its $1.0 billion 4.600 % senior notes due 1 Nov 2025.

How do the new notes rank in Conagra's capital structure?

They are senior unsecured obligations, pari passu with existing senior unsecured debt and structurally junior to subsidiary liabilities.

Is there investor protection in a change of control?

Yes. A Change-of-Control Triggering Event obliges Conagra to offer to repurchase the notes at 101 % of principal plus accrued interest.

Will the notes be listed on a securities exchange?

No. Conagra does not plan to list either tranche, so trading will occur over the counter via DTC’s book-entry system.

What were Conagra's key FY25 financial metrics?

FY25 net sales were $11.61 billion; net income was $1.15 billion; total debt stood at $8.07 billion with cash of $68 million.

When is settlement expected for the new notes?

The underwriters expect to deliver the notes through DTC on or about July [blank], 2025 (T+ [ ] business days).