Crinetics director cashes out at $85 in Vertex deal
Director Camille L. Bedrosian’s Form 4 shows stock options cancelled for cash and RSUs converted into $85-per-share merger consideration.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) completed a merger under which it became a wholly owned subsidiary of Vertex Pharmaceuticals, with each Crinetics common share converted into the right to receive $85.00 in cash at the September 1, 2026 effective time. Director Camille L. Bedrosian reported disposition to the issuer of common stock and equity awards in connection with this closing. The filing shows cancellation-for-cash of multiple tranches of stock options, each covering specified numbers of shares at exercise prices below $85.00, and the cash-out of restricted stock units that first vested in full and then converted into cash at the same $85.00 per-share Merger Consideration, less applicable tax withholding.
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Insights
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Insider Trade Summary
Disposition: 132,305 shares
Disposition
9 txns
Insider
Bedrosian Camille L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 25,000 | $68.92 | $1.72M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 17,500 | $64.77 | $1.13M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 17,500 | $66.71 | $1.17M |
| 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 in cash
Common stock disposition: 16,300 shares at $85.00 per share
RSU-related common stock: 5,925 shares at $85.00 per share
+3 more
6 metrics
Merger Consideration per share
$85.00 per share in cash
Cash paid for each share of Crinetics common stock at the merger effective time
Common stock disposition
16,300 shares at $85.00 per share
Common stock of Crinetics canceled and converted into the right to receive cash Merger Consideration
RSU-related common stock
5,925 shares at $85.00 per share
Shares underlying vested Crinetics RSUs canceled and converted into cash equal to the Merger Consideration
Stock options canceled for cash (2026 grant example)
25,000 options at $68.92 per option
Option tranche with $16.08 exercise price; cash equals $85.00 Merger Consideration minus exercise price per share
Stock options canceled for cash (2031 expiration tranche)
17,500 options at $64.77 per option
Option tranche with $20.23 exercise price; price reflects $85.00 minus exercise price per share
Stock options canceled for cash (2034 expiration tranche)
12,500 options at $40.29 per option
Option tranche with $44.71 exercise price; price reflects $85.00 minus exercise price per share
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Company RSU, +2 more
6 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 RSU financial
"each of which represented a contingent right to receive one share of the Issuer's Common Stock..."
Company Stock Option financial
"reflects the cancellation in the Merger of options to purchase shares of Company Common Stock..."
Merger Sub regulatory
"Merger Sub merged with and into the Company, with the Company surviving..."
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
FAQ
What merger involving CRNX triggered Camille L. Bedrosian’s Form 4 transactions?
Crinetics Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Vertex Pharmaceuticals Incorporated and Clark Merger Sub, Inc. Merger Sub merged into Crinetics, which survived as a wholly owned subsidiary of Vertex effective September 1, 2026.
How were Camille L. Bedrosian’s CRNX restricted stock units treated?
Each Crinetics RSU held by Camille L. Bedrosian vested in full immediately before the merger effective time. Each RSU was then canceled and converted into the right to receive cash equal to the $85.00 Merger Consideration per unit, less any applicable tax withholding.
What happened to Camille L. Bedrosian’s CRNX stock options in the merger?
Crinetics stock options held by Camille L. Bedrosian with a per-share exercise price below $85.00 were canceled at closing and converted into the right to receive cash equal to $85.00 minus the applicable exercise price per underlying share, less tax withholding.
Were any of Camille L. Bedrosian’s CRNX options canceled without payment?
The footnote states that any Crinetics stock option with a per-share exercise price equal to or greater than $85.00 would be canceled for no consideration. The reported transactions focus on options with exercise prices below the $85.00 Merger Consideration.
Did Camille L. Bedrosian’s CRNX equity awards vest due to the merger?
Yes. Immediately prior to the merger effective time, each outstanding but unvested Crinetics RSU and stock option held by Camille L. Bedrosian became fully vested. They were then canceled and converted into the described cash rights tied to the $85.00 Merger Consideration.
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