Crinetics director's awards cashed out at $85
Director Matthew K. Fust’s merger-related cancellations convert in-the-money options to cash at $85 per share and cancel higher-strike options for no consideration.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) completed a merger with Vertex Pharmaceuticals effective September 1, 2026, in which each Crinetics common share was canceled and converted into the right to receive $85.00 in cash per share. Director Matthew K. Fust reported automatic, merger-related dispositions of 22,836 common shares and 5,925 RSU-equivalent shares, plus five stock option grants covering 52,172 shares. In-the-money options were canceled and converted into cash equal to $85.00 minus the applicable exercise price per option share, while any options with exercise prices at or above $85.00 were canceled for no consideration. These were structured cancellations to issuer in the merger, not open-market trades.
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Insights
Analyzing...
Insider Trade Summary
Disposition: 80,933 shares
Disposition
7 txns
Insider
Fust Matthew K
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 2,092 | $83.09 | $174K |
| 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 | 22,836 | $85.00 | $1.94M |
| 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 shares canceled: 22,836 shares
RSU-equivalent shares canceled: 5,925 shares
+5 more
8 metrics
Merger Consideration per share
$85.00 per share
Cash paid for each share of Crinetics common stock at the merger effective time
Common shares canceled
22,836 shares
Crinetics common stock held by Matthew K. Fust canceled and converted into the right to receive $85.00 per share in cash
RSU-equivalent shares canceled
5,925 shares
Underlying shares for Company RSUs that vested then were canceled and converted into cash equal to the Merger Consideration
Option grant 1 exercise price
$1.91 per share
Company Stock Option canceled in the merger; cash equal to $85.00 minus $1.91 per share paid, less tax withholding
Option grant 2 exercise price
$20.32 per share
Company Stock Option canceled in the merger; cash equal to $85.00 minus $20.32 per share paid, less tax withholding
Option grant 3 exercise price
$44.71 per share
Company Stock Option canceled in the merger; cash equal to $85.00 minus $44.71 per share paid, less tax withholding
Option grant 4 exercise price
$32.33 per share
Company Stock Option canceled in the merger; cash equal to $85.00 minus $32.33 per share paid, less tax withholding
Option grant 5 exercise price
$35.87 per share
Company Stock Option canceled in the merger; cash equal to $85.00 minus $35.87 per share paid, less tax withholding
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"
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transaction did CRNX director Matthew K. Fust report on this Form 4?
He reported merger-related cancellations of Crinetics equity awards on September 1, 2026: 22,836 common shares, 5,925 RSU-equivalent shares, and five stock option grants, all converted or canceled in connection with the Vertex merger, rather than open-market purchases or sales.
How were CRNX restricted stock units (RSUs) held by Matthew K. Fust treated in the merger?
Each Crinetics RSU became fully vested immediately before the merger effective time. At the effective time, each RSU was canceled and converted into a right to receive a cash payment equal to the $85.00 per-share Merger Consideration, less applicable tax withholding.
What happened to CRNX stock options held by Matthew K. Fust in the merger?
All outstanding Crinetics stock options became fully vested immediately before the merger. Options with exercise prices below $85.00 were canceled and converted into cash equal to the difference between $85.00 and the exercise price; options with exercise prices at or above $85.00 were canceled for no consideration.
Were Matthew K. Fust’s CRNX Form 4 transactions under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes describe the transactions as automatic cancellations and cash conversions under the merger agreement, rather than trades under a pre-arranged trading plan.
Is the Form 4 for CRNX reporting open-market sales by Matthew K. Fust?
No. All transactions are coded as dispositions to the issuer tied to the closing of the Vertex merger. Shares, RSUs, and options were automatically canceled and converted to cash (or canceled without consideration), not sold on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
