Crinetics director paid $85 per share in buyout
Ms. Okey’s restricted RSUs and options were canceled and converted into cash rights, and the Form 4 shows issuer dispositions, not open-market sales.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) reports that director Stephanie Okey’s equity awards were canceled in connection with the merger under which Vertex Pharmaceuticals acquired Crinetics. Effective September 1, 2026, each share of Crinetics common stock was converted into the right to receive $85.00 in cash, and Ms. Okey’s outstanding restricted stock units and stock options were canceled and converted into cash rights based on this merger consideration, less applicable exercise prices and tax withholdings. The Form 4 reflects these cancellations as dispositions to the issuer rather than open-market trades.
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Insights
Analyzing...
Insider Trade Summary
Disposition: 117,405 shares
Disposition
9 txns
Insider
Okey Stephanie
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 25,000 | $60.85 | $1.52M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 12,500 | $61.77 | $772K |
| Disposition | Stock Option (Right to Buy) F3, F4 | 17,500 | $64.77 | $1.13M |
| 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 | 6,400 | $85.00 | $544K |
| 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 canceled (first line): 6,400 shares
Common stock canceled (second line): 5,925 shares
+4 more
7 metrics
Merger Consideration per share
$85.00 per share
Cash paid for each share of Crinetics common stock at the effective time of the merger
Common stock canceled (first line)
6,400 shares
Common stock converted into the right to receive $85.00 per share in cash in the merger
Common stock canceled (second line)
5,925 shares
Restricted stock units effectively settled for cash equal to $85.00 per share in the merger
Stock options canceled (largest block)
25,000 options
Option with $24.15 exercise price canceled and converted into cash equal to $85.00 minus $24.15 per share
Stock options canceled (additional block)
17,500 options
Option with $20.23 exercise price canceled for cash equal to $85.00 minus $20.23 per share
Cash per option (example)
$60.85 per option
Difference between $85.00 merger consideration and $24.15 exercise price for a 25,000-option grant
Merger effective date
September 1, 2026
Effective time when Crinetics became a wholly owned subsidiary of Vertex and equity was converted to cash rights
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"
Merger Sub regulatory
"Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary"
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 did the Form 4 for CRNX report about Stephanie Okey’s holdings?
It reported that restricted stock units and stock options held by director Stephanie Okey were canceled in the merger and converted into rights to receive cash based on the $85.00 per share merger price, less any applicable exercise prices and tax withholdings.
What merger transaction affected Crinetics Pharmaceuticals, Inc. (CRNX) on September 1, 2026?
Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals when Clark Merger Sub, Inc. merged with and into Crinetics, effective September 1, 2026. Each share of Crinetics common stock was converted into the right to receive $85.00 in cash, subject to tax withholding.
How were CRNX restricted stock units treated in the Vertex merger?
Each outstanding Crinetics restricted stock unit vested in full immediately before the effective time. At the effective time, each unit was canceled and converted into the right to receive a cash amount equal to the $85.00 merger consideration per share, less applicable tax withholding.
How were CRNX stock options held by Stephanie Okey treated in the merger?
Each outstanding Crinetics stock option vested in full immediately before closing. Options with an exercise price below $85.00 were canceled and converted into cash equal to $85.00 minus the exercise price per share, less tax withholding; options with an exercise price at or above $85.00 were canceled for no consideration.
Does the CRNX Form 4 show open-market sales of common stock at $85.00?
No. The dispositions of common stock at $85.00 per share reflect automatic conversion in the merger, where each share was canceled and converted into a right to receive that cash amount, not open-market trading on an exchange.
What total number of CRNX stock options for Stephanie Okey were affected?
The Form 4 lists several option positions, including 25,000, 12,500, 17,500, another 17,500, 12,500, 10,350, and 9,730 options, each canceled in the merger and converted into cash rights based on the $85.00 merger consideration and their respective exercise prices.
AI-generated analysis. How Rhea-AI works. Not financial advice.
