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Cidara Therapeutics (CDTX) director’s options cancelled for cash in Merck buyout

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

Rhea-AI Filing Summary

Cidara Therapeutics director reports option cancellation in Merck buyout

Director Theodore R. Schroeder reported the disposition of multiple stock options for Cidara Therapeutics, Inc. on January 7, 2026. According to the disclosed merger agreement, Merck Sharp & Dohme LLC, through a subsidiary, completed a tender offer for all outstanding common and Series A preferred shares of Cidara and then merged the subsidiary into Cidara, which continues as a wholly owned subsidiary of Merck.

Immediately prior to and contingent upon the effective time of the merger, each outstanding option became fully vested and exercisable and, to the extent it remained unexercised, was cancelled and converted into a right to receive cash. The cash amount for each option equals the number of common shares subject to the option multiplied by the excess of $221.50 per share over the option’s exercise price, with all derivative positions reported in this filing reduced to zero after the transactions.

Positive

  • None.

Negative

  • None.

Insights

Director’s options are cashed out as Cidara becomes a Merck subsidiary.

The filing shows how Cidara Therapeutics director Theodore R. Schroeder’s stock options were treated when Merck completed its acquisition on January 7, 2026. A Merck subsidiary completed a tender offer for all outstanding common and Series A preferred shares and then merged into Cidara, leaving Cidara as a wholly owned subsidiary of Merck Sharp & Dohme LLC.

Per the merger agreement, each outstanding option became fully vested and exercisable immediately prior to the merger’s effective time. Any options still outstanding and unexercised at that moment were cancelled and converted into a cash right equal to the number of underlying common shares multiplied by the excess of $221.50 per share over the applicable exercise price. The reported stock option positions in this filing all show 0 derivative securities remaining afterward.

This structure is typical for all-cash mergers, providing cash consideration for vested but unexercised options rather than leaving them outstanding. Future company disclosures may further detail aggregate consideration and how similar equity awards for other holders were handled under the same Merger Agreement.

Insider Schroeder Theodore R
Role Director
Type Security Shares Price Value
Disposition Stock Option (right to buy) 450 $0.00 --
Disposition Stock Option (right to buy) 550 $0.00 --
Disposition Stock Option (right to buy) 550 $0.00 --
Disposition Stock Option (right to buy) 550 $0.00 --
Disposition Stock Option (right to buy) 875 $0.00 --
Disposition Stock Option (right to buy) 875 $0.00 --
Disposition Stock Option (right to buy) 1,400 $0.00 --
Disposition Stock Option (right to buy) 2,125 $0.00 --
Disposition Stock Option (right to buy) 2,125 $0.00 --
Disposition Stock Option (right to buy) 20,500 $0.00 --
Disposition Stock Option (right to buy) 11,100 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct)
Footnotes (1)
  1. 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. 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 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"). 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*
Schroeder Theodore R

(Last) (First) (Middle)
C/O CIDARA THERAPEUTICS, INC.
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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
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
Stock Option (right to buy) $204.4(1) 01/07/2026 D 450(1) (2)(3) 06/21/2026 Common Stock 450 (2)(3) 0 D
Stock Option (right to buy) $138(1) 01/07/2026 D 550(1) (2)(3) 06/21/2027 Common Stock 550 (2)(3) 0 D
Stock Option (right to buy) $106(1) 01/07/2026 D 550(1) (2)(3) 06/12/2028 Common Stock 550 (2)(3) 0 D
Stock Option (right to buy) $32(1) 01/07/2026 D 550(1) (2)(3) 06/16/2029 Common Stock 550 (2)(3) 0 D
Stock Option (right to buy) $79.4(1) 01/07/2026 D 875(1) (2)(3) 06/24/2030 Common Stock 875 (2)(3) 0 D
Stock Option (right to buy) $38.4(1) 01/07/2026 D 875(1) (2)(3) 06/22/2031 Common Stock 875 (2)(3) 0 D
Stock Option (right to buy) $10.6(1) 01/07/2026 D 1,400(1) (2)(3) 06/21/2032 Common Stock 1,400 (2)(3) 0 D
Stock Option (right to buy) $23.4(1) 01/07/2026 D 2,125(1) (2)(3) 06/21/2033 Common Stock 2,125 (2)(3) 0 D
Stock Option (right to buy) $12.64 01/07/2026 D 2,125 (2)(3) 07/17/2034 Common Stock 2,125 (2)(3) 0 D
Stock Option (right to buy) $22.81 01/07/2026 D 20,500 (2)(3) 12/16/2034 Common Stock 20,500 (2)(3) 0 D
Stock Option (right to buy) $21.31 01/07/2026 D 11,100 (2)(3) 06/17/2035 Common Stock 11,100 (2)(3) 0 D
Explanation of Responses:
1. 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.
2. 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 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").
3. 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, Attorney-in-Fact 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.
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 does this Form 4 filing show for Cidara Therapeutics (CDTX)?

It shows that director Theodore R. Schroeder reported the disposition of multiple Cidara stock options on January 7, 2026 in connection with Cidara’s acquisition by Merck.

How were Theodore R. Schroeder’s Cidara (CDTX) stock options treated in the Merck merger?

Each outstanding option became fully vested and exercisable immediately before the merger’s effective time, then any unexercised options were cancelled and converted into a right to receive cash based on the merger price and the option’s exercise price.

What cash amount is payable for the cancelled Cidara (CDTX) options in this filing?

For each option, the cash right equals the number of common shares subject to the option multiplied by the excess of $221.50 per share over the option’s exercise price, without interest and subject to tax withholding.

What happened to Cidara Therapeutics (CDTX) in the transaction with Merck?

A Merck subsidiary completed a tender offer for all outstanding common and Series A preferred shares of Cidara and then merged with and into Cidara, which now operates as a wholly owned subsidiary of Merck Sharp & Dohme LLC.

Does Theodore R. Schroeder hold any of the reported Cidara (CDTX) options after this Form 4?

No. For the derivative securities listed, the number of options beneficially owned following the reported transactions is shown as 0.

Why were Cidara (CDTX) option exercise prices and share counts adjusted in this Form 4?

The exercise prices and number of securities were adjusted to reflect a 1-for-20 reverse stock split effected by Cidara on April 24, 2024, as noted in the footnotes.