Merck buyout cashes out Cidara (NASDAQ: CDTX) director stock and options

Rhea-AI Filing Summary

Cidara Therapeutics director Chrysa Mineo reported the cash-out of her equity in connection with Merck’s acquisition of the company. On January 7, 2026, a Merck subsidiary completed a tender offer and merger that turned Cidara into a wholly owned Merck subsidiary. Each common share and Series A preferred share was converted into the right to receive cash.

Mineo disposed of 3,320 common shares at $221.50 per share, leaving her with no directly held common stock. Multiple stock options to buy Cidara common shares, with exercise prices adjusted for a prior 1‑for‑20 reverse split, were also fully vested and then canceled at the merger’s effective time. Each option was converted into a cash right equal to the number of shares underlying the option multiplied by the excess of $221.50 over the option’s exercise price.

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Director’s stock and options were fully cashed out in Merck’s takeover.

The disclosure shows that Merck Sharp & Dohme LLC, through a subsidiary, completed a tender offer and merger to acquire all outstanding common and Series A preferred shares of Cidara Therapeutics. Each common share was exchanged for $221.50 in cash, and each Series A preferred share for $15,505.00, turning Cidara into a wholly owned Merck subsidiary.

For director Chrysa Mineo, this transaction meant disposing of 3,320 common shares at $221.50 and canceling all listed stock options. As described, immediately before the merger’s effective time on January 7, 2026, each outstanding option became fully vested, then was canceled and converted into a cash right based on the spread between $221.50 and the option’s exercise price. This is a typical cash-out structure for employee and director equity in an all-cash acquisition.

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

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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^*

Mineo Chrysa

(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
Common Stock	01/07/2026		D(1)(2)(3)		3,320	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
Stock Option (right to buy)	$142(4)	01/07/2026		D			1,000(4)	(5)	02/28/2028	Common Stock	1,000	(5)	0	D
Stock Option (right to buy)	$106(4)	01/07/2026		D			550(4)	(5)	06/12/2028	Common Stock	550	(5)	0	D
Stock Option (right to buy)	$32(4)	01/07/2026		D			550(4)	(5)	06/16/2029	Common Stock	550	(5)	0	D
Stock Option (right to buy)	$79.4(4)	01/07/2026		D			875(4)	(5)	06/24/2030	Common Stock	875	(5)	0	D
Stock Option (right to buy)	$38.4(4)	01/07/2026		D			875(4)	(5)	06/22/2031	Common Stock	875	(5)	0	D
Stock Option (right to buy)	$10.6(4)	01/07/2026		D			1,400(4)	(5)	06/21/2032	Common Stock	1,400	(5)	0	D
Stock Option (right to buy)	$23.4(4)	01/07/2026		D			2,125(4)	(5)	06/21/2033	Common Stock	2,125	(5)	0	D
Stock Option (right to buy)	$12.64	01/07/2026		D			2,125	(5)	07/17/2034	Common Stock	2,125	(5)	0	D
Stock Option (right to buy)	$22.81	01/07/2026		D			19,000	(5)	12/16/2034	Common Stock	19,000	(5)	0	D
Stock Option (right to buy)	$21.31	01/07/2026		D			11,100	(5)	06/17/2035	Common Stock	11,100	(5)	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. 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.

5. 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
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FAQ

What insider transaction did Cidara Therapeutics (CDTX) report for Chrysa Mineo?

The filing shows that director Chrysa Mineo disposed of 3,320 shares of Cidara common stock at a price of $221.50 per share, leaving her with no directly held common shares after the transaction.

How was Cidara Therapeutics (CDTX) acquired by Merck according to this Form 4?

The document explains that a subsidiary of Merck Sharp & Dohme LLC completed a tender offer on January 7, 2026 to acquire all outstanding common and Series A preferred shares of Cidara, followed by a merger that made Cidara a wholly owned Merck subsidiary.

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

Each common share was converted into the right to receive $221.50 in cash without interest, subject to tax withholding, and each Series A preferred share was converted into $15,505.00 in cash, also without interest and subject to withholding.

What happened to Cidara (CDTX) stock options held by the reporting director?

Immediately prior to and contingent on the merger’s effective time, each of the director’s outstanding stock options became fully vested and exercisable. At the effective time, any unexercised options were canceled 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.

Why are the exercise prices in the Cidara (CDTX) Form 4 unusually high numbers?

A footnote states that the exercise price and number of securities reported for the options were adjusted to reflect a 1-for-20 reverse stock split that Cidara effected on April 24, 2024, which increases the per-share exercise prices shown.

Did the Cidara (CDTX) director retain any equity after the Merck acquisition?

No. The Form 4 reports that after the tender of 3,320 common shares and the cash-out and cancellation of all listed stock options, the director’s beneficially owned common stock and reported options were reduced to zero.