STOCK TITAN

Merck acquires Cidara Therapeutics (NASDAQ: CDTX) in cash deal at $221.50

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cidara Therapeutics, Inc. completed its sale to Merck, with all outstanding common and Series A preferred shares acquired under a merger agreement dated November 13, 2025. On January 7, 2026, each common share was exchanged for $221.50 in cash and each Series A preferred share for $15,505.00 in cash, both without interest and subject to withholding taxes.

COO & CLO Shane Ward reported the disposition of 25,083 common shares at $221.50 per share, leaving no directly held common stock. Multiple employee stock options covering various numbers of common shares and exercise prices were also fully vested and then cancelled at the merger’s effective time, with each option converted into a cash right equal to the number of underlying shares multiplied by the excess of $221.50 over the option exercise price.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows insider equity cashed out in Merck’s Cidara buyout.

This filing details how Merck Sharp & Dohme LLC and its subsidiary completed the acquisition of Cidara Therapeutics, Inc., after a tender offer for all outstanding common and Series A preferred shares. Each common share was converted into a right to receive $221.50 in cash, and each Series A preferred share into $15,505.00, both subject to tax withholding.

For COO & CLO Shane Ward, the transaction automatically disposed of 25,083 common shares at $221.50 per share and cancelled several employee stock options. As described, each option became fully vested immediately prior to the merger’s effective time and was then cancelled in exchange for cash equal to the number of underlying shares multiplied by the excess of $221.50 over its exercise price. This reflects standard treatment of equity awards in a cash merger rather than discretionary trading activity.

Insider Ward Shane
Role COO & CLO
Type Security Shares Price Value
Disposition Employee Stock Option (right to buy) 12,500 $0.00 --
Disposition Employee Stock Option (right to buy) 6,207 $0.00 --
Disposition Employee Stock Option (right to buy) 12,499 $0.00 --
Disposition Employee Stock Option (right to buy) 135,540 $0.00 --
Disposition Employee Stock Option (right to buy) 50,000 $0.00 --
Disposition Common Stock 25,083 $221.50 $5.56M
Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 13, 2025, by and among Cidara Therapeutics, Inc. (the "Issuer"), Merck Sharp & Dohme LLC ("Merck") and Caymus Purchaser, Inc., a wholly owned subsidiary of Merck ("Purchaser"), on January 7, 2026, Purchaser completed a tender offer to acquire (i) all outstanding shares of common stock of the Issuer, par value $0.0001 per share (each, a "Common Share") and (ii) all outstanding shares of Series A Convertible Voting Preferred Stock of the Issuer, par value $0.0001 per share (each, a "Series A Share"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Merck (the "Merger"). [continues to Footnote 2] [continues from Footnote 1] Pursuant to the terms of the Merger Agreement, Common Shares and Series A Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive (i) $221.50 per Common Share (the "Common Share Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes, and (ii) $15,505.00 per Series A Share (the "Series A Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes. [continues to Footnote 3] [continues from Footnote 2] At the effective time of the Merger, each issued and outstanding Common Share and Series A Share (other than Common Shares (a) held by the Issuer (or in the Issuer's treasury), Merck, Purchaser, any other direct or indirect wholly owned subsidiary of Merck or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal, or (b) irrevocably accepted for purchase in the tender offer) was automatically canceled and converted into the right to receive the Common Share Merger Consideration and the Series A Merger Consideration, respectively, without interest and subject to any applicable withholding of taxes. Includes 50 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) on December 18, 2025. The exercise price and the number of securities reported herein have been adjusted to reflect the 1-for-20 reverse stock split effected by the Issuer on April 24, 2024. As of immediately prior to and contingent upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option became fully vested and exercisable, and to the extent outstanding and unexercised as of immediately before the effective time of the Merger, was cancelled at the effective time of the Merger and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to the product of (i) the total number of Common Shares subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the excess of (x) $221.50 per Common Share over (y) the exercise price payable per Common Share under such option.
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
X
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*
Ward Shane

(Last) (First) (Middle)
6310 NANCY RIDGE DRIVE
SUITE 101

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cidara Therapeutics, Inc. [ CDTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO & CLO
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 01/07/2026 D(1)(2)(3) 25,083(4) D $221.5 0 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
Employee Stock Option (right to buy) $43.2(5) 01/07/2026 D 12,500(5) (6) 08/24/2031 Common Stock 12,500 (6) 0 D
Employee Stock Option (right to buy) $20.2(5) 01/07/2026 D 6,207(5) (6) 03/26/2033 Common Stock 6,207 (6) 0 D
Employee Stock Option (right to buy) $13.698(5) 01/07/2026 D 12,499(5) (6) 03/14/2034 Common Stock 12,499 (6) 0 D
Employee Stock Option (right to buy) $10.75 01/07/2026 D 135,540 (6) 09/29/2034 Common Stock 135,540 (6) 0 D
Employee Stock Option (right to buy) $21.54 01/07/2026 D 50,000 (6) 03/30/2035 Common Stock 50,000 (6) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 13, 2025, by and among Cidara Therapeutics, Inc. (the "Issuer"), Merck Sharp & Dohme LLC ("Merck") and Caymus Purchaser, Inc., a wholly owned subsidiary of Merck ("Purchaser"), on January 7, 2026, Purchaser completed a tender offer to acquire (i) all outstanding shares of common stock of the Issuer, par value $0.0001 per share (each, a "Common Share") and (ii) all outstanding shares of Series A Convertible Voting Preferred Stock of the Issuer, par value $0.0001 per share (each, a "Series A Share"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Merck (the "Merger"). [continues to Footnote 2]
2. [continues from Footnote 1] Pursuant to the terms of the Merger Agreement, Common Shares and Series A Shares were tendered and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for the right to receive (i) $221.50 per Common Share (the "Common Share Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes, and (ii) $15,505.00 per Series A Share (the "Series A Merger Consideration"), in cash, without interest, subject to any applicable withholding of taxes. [continues to Footnote 3]
3. [continues from Footnote 2] At the effective time of the Merger, each issued and outstanding Common Share and Series A Share (other than Common Shares (a) held by the Issuer (or in the Issuer's treasury), Merck, Purchaser, any other direct or indirect wholly owned subsidiary of Merck or the Issuer, or by stockholders of the Issuer who have properly exercised and perfected their statutory rights of appraisal, or (b) irrevocably accepted for purchase in the tender offer) was automatically canceled and converted into the right to receive the Common Share Merger Consideration and the Series A Merger Consideration, respectively, without interest and subject to any applicable withholding of taxes.
4. Includes 50 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) on December 18, 2025.
5. The exercise price and the number of securities reported herein have been adjusted to reflect the 1-for-20 reverse stock split effected by the Issuer on April 24, 2024.
6. As of immediately prior to and contingent upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option became fully vested and exercisable, and to the extent outstanding and unexercised as of immediately before the effective time of the Merger, was cancelled at the effective time of the Merger and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to the product of (i) the total number of Common Shares subject to such option immediately prior to the effective time of the Merger multiplied by (ii) the excess of (x) $221.50 per Common Share over (y) the exercise price payable per Common Share under such option.
Remarks:
/s/ Shane Ward 01/07/2026
** 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.
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FAQ

What does this Form 4 reveal about the Cidara Therapeutics (CDTX) merger?

It shows that a merger between Cidara Therapeutics, Inc. and a wholly owned subsidiary of Merck Sharp & Dohme LLC was completed, with all outstanding common and Series A preferred shares acquired for cash under a previously signed merger agreement.

What cash consideration did Cidara Therapeutics (CDTX) shareholders receive in the Merck deal?

Each common share of Cidara was converted into the right to receive $221.50 in cash, and each Series A Convertible Voting Preferred Share into $15,505.00 in cash, both without interest and subject to applicable tax withholding.

How many Cidara Therapeutics (CDTX) common shares did Shane Ward dispose of?

COO & CLO Shane Ward reported the disposition of 25,083 common shares of Cidara Therapeutics at a price of $221.50 per share, leaving him with no directly held common stock after the transaction.

What happened to Shane Ward’s Cidara employee stock options in the merger?

Each outstanding employee stock option became fully vested and exercisable immediately prior to the merger’s effective time and, to the extent unexercised, was cancelled and converted into a cash right equal to the number of underlying shares multiplied by the excess of $221.50 over the option’s exercise price.

Were the Cidara Therapeutics (CDTX) option terms adjusted before the merger?

Yes. The filing notes that exercise prices and number of securities for the reported options were adjusted to reflect a 1-for-20 reverse stock split that Cidara effected on April 24, 2024.

Does Shane Ward’s Form 4 indicate any remaining derivative or common share holdings in Cidara?

After the reported dispositions and option cancellations, the Form 4 shows 0 common shares and 0 derivative securities beneficially owned by Shane Ward directly.