Crinetics director receives $85 per share in Vertex buyout
After Vertex’s merger closed, director Caren Deardorf’s canceled CRNX shares and RSUs converted into cash rights at $85 per share.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) director Caren Deardorf reported transactions triggered by the closing of the merger in which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals. At the September 1, 2026 effective time, each share of Crinetics common stock was canceled and converted into the right to receive $85.00 per share in cash, subject to tax withholding. Deardorf reported 16,300 shares of common stock and 5,925 shares underlying restricted stock units being canceled and converted into cash rights at this merger consideration. In addition, multiple stock option grants were canceled; options with exercise prices below the $85.00 merger consideration were converted into cash equal to the difference between $85.00 and the option’s exercise price per share, while options with exercise prices at or above $85.00 were canceled for no consideration.
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Insights
Analyzing...
Insider Trade Summary
Disposition: 111,680 shares
Disposition
8 txns
Insider
Deardorf Caren
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 35,000 | $65.70 | $2.30M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 4,375 | $66.71 | $292K |
| Disposition | Stock Option (Right to Buy) F3, F4 | 17,500 | $64.68 | $1.13M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 12,500 | $40.29 | $504K |
| Disposition | Stock Option (Right to Buy) F3, F4 | 10,350 | $52.67 | $545K |
| Disposition | Stock Option (Right to Buy) F3, F4 | 9,730 | $49.13 | $478K |
| Disposition | Common Stock F1 | 16,300 | $85.00 | $1.39M |
| Disposition | Common Stock F2 | 5,925 | $85.00 | $504K |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of July 6, 2026 (the "Merger Agreement"), by and among Crinetics Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Parent"), and Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of September 1, 2026 (the "Effective Time"). At the Effective Time, each share of common stock of the Company, par value $0.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, except as provided in the Merger Agreement, was canceled and automatically converted into the right to receive $85.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration").
- F2. The transaction reported on this line reflects the cancellation in the Merger of restricted stock units of the Company (each, a "Company RSU"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. Immediately prior to the Effective Time, each Company RSU that was then outstanding but not vested became immediately vested in full. At the Effective Time, each outstanding Company RSU was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable tax withholding.
- F3. The transaction reported on this line reflects the cancellation in the Merger of options to purchase shares of Company Common Stock (each, a "Company Stock Option"). Immediately prior to the Effective Time, each Company Stock Option that was then outstanding but not vested became immediately vested in full. At the Effective Time, (i) each outstanding Company Stock Option having a per share exercise price less than the Merger Consideration was canceled and converted into the right to receive an amount in cash equal to the difference between the Merger Consideration and the applicable per share exercise price, less any applicable tax withholding, and (ii) any Company Stock Option having a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration.
- F4. The transaction reported on this line reflects the cancellation in the Merger of Company Stock Options having a per share exercise price less than the Merger Consideration and the price reported in Column 8 represents the difference between the Merger Consideration and the applicable per share exercise price of the Company Stock Options.
Key Figures
Merger Consideration per Share: $85.00 per share
Common Stock Shares Canceled: 16,300 shares
RSU Shares Canceled: 5,925 shares
+3 more
6 metrics
Merger Consideration per Share
$85.00 per share
Cash consideration for each share of Crinetics common stock at the September 1, 2026 merger effective time
Common Stock Shares Canceled
16,300 shares
Crinetics common stock held by Caren Deardorf canceled and converted into cash rights at $85.00 per share
RSU Shares Canceled
5,925 shares
Restricted stock units that became vested then were canceled and converted into cash equal to the $85.00 merger consideration per unit
Option Cancellation Example 1
35,000 options
Stock options with $19.30 exercise price canceled; cash right equals $85.00 minus $19.30 per share
Option Cancellation Example 2
17,500 options
Stock options with $20.32 exercise price canceled; cash right equals $85.00 minus $20.32 per share
Option Cancellation Example 3
10,350 options
Stock options with $32.33 exercise price canceled; cash right equals $85.00 minus $32.33 per share
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Company Stock Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of July 6, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was canceled and automatically converted into the right to receive $85.00 per share in cash"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock units financial
"reflects the cancellation in the Merger of restricted stock units of the Company"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Company Stock Option financial
"reflects the cancellation in the Merger of options to purchase shares of Company Common Stock"
effective time regulatory
"with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of September 1, 2026"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
What insider transactions did Caren Deardorf report for CRNX on September 1, 2026?
Caren Deardorf reported the cancellation of common stock, restricted stock units, and stock options of Crinetics Pharmaceuticals in connection with the merger effective September 1, 2026, with the equity awards converted into cash rights based on the $85.00 per share merger consideration.
How were CRNX restricted stock units treated in the merger with Vertex?
Each Crinetics restricted stock unit became fully vested immediately before the effective time and was then canceled and converted into the right to receive cash equal to $85.00 per unit, less any applicable tax withholding.
What happened to CRNX stock options held by Caren Deardorf in the merger?
Each outstanding Crinetics stock option became fully vested immediately before the effective time. Options with an exercise price below $85.00 were canceled and converted into cash equal to the difference between $85.00 and the exercise price per share, while options at or above $85.00 were canceled for no consideration.
How many CRNX restricted stock units were canceled for cash in this Form 4?
The filing reports 5,925 Crinetics restricted stock units being canceled in the merger and converted into the right to receive an amount in cash equal to the $85.00 per share merger consideration, less applicable tax withholding.
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