Crinetics holders cashed out at $85 in Vertex deal
After the merger takes effect Sept. 1, 2026, each CRNX share is canceled for $85 cash per share, with options and RSUs converted to equivalent payout.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) reports that, effective September 1, 2026, it became a wholly owned subsidiary of Vertex Pharmaceuticals under an Agreement and Plan of Merger. At the effective time, each outstanding share of Crinetics common stock was canceled and converted into the right to receive $85.00 in cash per share, subject to tax withholding. The filing shows cancellation of both directly and indirectly held common shares (including spouse, family trusts, and a charitable trust) and cancellation of various employee stock options and restricted stock units, which were converted into cash equal to the merger consideration (or, for options, the cash difference between the $85.00 merger price and the option exercise price).
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Insights
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Insider Trade Summary
Disposition: 3,342,733 shares
Disposition
20 txns
Insider
Struthers Richard Scott
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 172,281 | $59.81 | $10.30M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 195,578 | $62.39 | $12.20M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 259,058 | $69.71 | $18.06M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 244,205 | $64.98 | $15.87M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 287,700 | $65.36 | $18.80M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 240,000 | $41.49 | $9.96M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 313,000 | $48.14 | $15.07M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 228,000 | $41.21 | $9.40M |
| Disposition | Common Stock F1 | 248,043 | $85.00 | $21.08M |
| Disposition | Common Stock F1 | 1,000 | $85.00 | $85K |
| Disposition | Common Stock F1 | 136,805 | $85.00 | $11.63M |
| Disposition | Common Stock F1 | 106,000 | $85.00 | $9.01M |
| Disposition | Common Stock F1 | 110,000 | $85.00 | $9.35M |
| Disposition | Common Stock F1 | 100,000 | $85.00 | $8.50M |
| Disposition | Common Stock F1 | 111,100 | $85.00 | $9.44M |
| Disposition | Common Stock F1 | 111,100 | $85.00 | $9.44M |
| Disposition | Common Stock F1 | 111,100 | $85.00 | $9.44M |
| Disposition | Common Stock F1 | 111,100 | $85.00 | $9.44M |
| Disposition | Common Stock F1 | 80,000 | $85.00 | $6.80M |
| Disposition | Common Stock F2 | 176,663 | $85.00 | $15.02M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Indirect, By Spouse);
Common Stock — 0 shares (Indirect, By Family Trust 1);
Common Stock — 0 shares (Indirect, By Family Trust 2);
Common Stock — 0 shares (Indirect, By Family Trust 3);
Common Stock — 0 shares (Indirect, By Family Trust 4);
Common Stock — 0 shares (Indirect, By Family Trust 5);
Common Stock — 0 shares (Indirect, By Family Trust 6);
Common Stock — 0 shares (Indirect, By Family Trust 7);
Common Stock — 0 shares (Indirect, By Family Trust 8);
Common Stock — 0 shares (Indirect, By Charitable Trust);
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 canceled (direct holding example): 248,043 shares
Common stock canceled (RSU-related): 176,663 shares
+2 more
5 metrics
Merger Consideration per share
$85.00 per share
Cash consideration for each share of Crinetics common stock at the Effective Time
Common stock canceled (direct holding example)
248,043 shares
Directly held Crinetics common stock canceled for cash at $85.00 per share
Common stock canceled (RSU-related)
176,663 shares
Shares underlying restricted stock units canceled and cashed out at $85.00 per share
Stock options canceled (example grant)
287,700 options
Options with $19.64 exercise price canceled and cashed out for $65.36 per option (difference to $85.00)
Merger Effective Time
September 1, 2026
Date when Crinetics became a wholly owned subsidiary of Vertex and consideration became payable
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"
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"
Effective Time regulatory
"the Merger, effective as of September 1, 2026 (the "Effective Time")"
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 happened to Crinetics Pharmaceuticals (CRNX) common stock in this merger?
Each share of Crinetics common stock was canceled at the merger effective time and converted into the right to receive $85.00 in cash per share, without interest and subject to applicable tax withholdings.
Who acquired Crinetics Pharmaceuticals (CRNX) under the merger?
Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals Incorporated after Clark Merger Sub, Inc., a Vertex subsidiary, merged with and into Crinetics, with Crinetics surviving as the subsidiary.
When did the Crinetics (CRNX) merger with Vertex become effective?
The merger became effective as of September 1, 2026, referred to as the Effective Time in the Agreement and Plan of Merger disclosed in the filing.
How were Crinetics (CRNX) stock options treated in the merger?
At the Effective Time, each outstanding Crinetics stock option with an exercise price below $85.00 was canceled and converted into cash equal to the difference between $85.00 and its exercise price, less tax withholding; options with exercise prices at or above $85.00 were canceled for no consideration.
What happened to Crinetics (CRNX) restricted stock units held by the CEO?
Immediately prior to the Effective Time, each outstanding Crinetics restricted stock unit became fully vested. At the Effective Time, each such unit was canceled and converted into a cash payment equal to the $85.00 per-share merger consideration, less applicable tax withholding.
Were indirect holdings of Crinetics (CRNX) stock affected in the same way?
Yes. Indirectly held shares, including those held by the reporting person’s spouse, multiple family trusts, and a charitable trust, were also canceled in the merger and converted into the right to receive $85.00 in cash per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
