Cidara Therapeutics (CDTX) CFO cashes out shares in Merck buyout at $221.50 each

Rhea-AI Filing Summary

Cidara Therapeutics Chief Financial Officer Frank Karbe reported the cash-out of his equity holdings in connection with Merck’s acquisition of the company. On January 7, 2026, he disposed of 7,526 shares of Cidara common stock at $221.50 per share in the tender offer and merger, and a further 43,125 shares were reduced to zero balance as they were converted into the right to receive cash.

The filing also shows 115,000 employee stock options were cancelled on January 7, 2026 and converted into cash based on the spread between the $221.50 merger price and their exercise price. Under the Merger Agreement, all outstanding common shares were exchanged for $221.50 per share and all Series A preferred shares for $15,505.00 per share in cash, and Cidara became a wholly owned subsidiary of Merck.

Insights

Equity compensation and M&A analyst

Cidara’s CFO equity is fully cashed out as Merck closes its acquisition.

The disclosure shows how the Merck transaction monetized Cidara Therapeutics equity awards for its Chief Financial Officer. On January 7, 2026, 7,526 common shares were disposed of at $221.50 per share, with an additional 43,125 shares converted so that the post-transaction common stock balance is zero. This aligns with the merger structure where all public equity is taken out for cash.

On the derivative side, 115,000 employee stock options were first made fully vested and exercisable and then cancelled at the merger effective time. The cash payment for each option equals the number of underlying shares multiplied by the excess of the $221.50 merger price over the option’s exercise price, as described in the footnotes. The same mechanics apply to restricted stock units, which were converted into cash at $221.50 per underlying share, standardizing treatment across equity incentives.

Strategically, this filing documents the clean transition from a publicly traded structure to a wholly owned subsidiary of Merck Sharp & Dohme LLC. All outstanding common shares and Series A preferred shares were converted into fixed cash amounts of $221.50 and $15,505.00, respectively, while tendered and treasury shares were excluded as stated. Future company disclosures, if any, will occur under Merck’s ownership rather than as a standalone listed issuer.

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^*

KARBE FRANK

(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)
	Chief Financial Officer

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)		7,526(4)	D	$221.5	43,125	D
Common Stock	01/07/2026		D(5)		43,125	D	(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)	$20.5	01/07/2026		D			115,000	(6)	02/23/2035	Common Stock	115,000	(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 89 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) on December 18, 2025.

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 restricted stock unit award ("RSU"), whether vested or unvested, was cancelled and converted into the right to receive cash, without interest, subject to any applicable withholding of taxes, in an amount equal to (i) the total number of Common Shares issuable in settlement of such RSU immediately prior to the effective time of the Merger multiplied by (ii) $221.50 per Common Share.

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, 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 insider transaction did Cidara Therapeutics (CDTX) disclose for its CFO?

The filing reports that Chief Financial Officer Frank Karbe disposed of 7,526 shares of Cidara Therapeutics common stock at $221.50 per share on January 7, 2026, with his remaining 43,125 shares converted into the right to receive cash in connection with the Merck merger.

How were Cidara Therapeutics (CDTX) common and Series A preferred shares treated in the Merck merger?

Under the Merger Agreement, each outstanding Cidara common share was converted into the right to receive $221.50 in cash, and each Series A Convertible Voting Preferred share was converted into the right to receive $15,505.00 in cash, in each case without interest and subject to applicable tax withholding.

What happened to the Cidara Therapeutics (CDTX) CFO’s stock options in the merger?

The CFO held 115,000 employee stock options that, immediately prior to the effective time of the merger, became fully vested and exercisable and were then cancelled. Each option was converted into cash equal to the number of underlying shares multiplied by the excess of $221.50 per share over the option’s exercise price.

How were Cidara Therapeutics (CDTX) restricted stock units (RSUs) handled in the transaction?

As described in the footnotes, immediately prior to and contingent upon the merger becoming effective, each outstanding RSU, whether vested or unvested, was cancelled and converted into the right to receive cash equal to the number of underlying common shares multiplied by $221.50 per share, subject to tax withholding.

What corporate change does this Form 4 imply for Cidara Therapeutics (CDTX)?

The transaction footnotes explain that on January 7, 2026, a tender offer by a Merck subsidiary to acquire all outstanding Cidara common and Series A preferred shares was completed, followed by a merger in which Cidara became a wholly owned subsidiary of Merck Sharp & Dohme LLC and its outstanding shares were converted into cash.

Did the Cidara Therapeutics (CDTX) CFO retain any common stock after the merger transactions?

No. The tables show that after disposing of 7,526 shares at $221.50 per share and having 43,125 shares converted in the merger, the CFO’s reported common stock holdings were reduced to zero.