Crinetics CCO cashes out at $85 in Vertex merger
The reported insider trading involves Crinetics Pharmaceuticals shares at $85.00 per share.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) disclosed that Chief Commercial Officer Isabel Kalofonos reported merger-related dispositions effective September 1, 2026. In connection with the merger of Crinetics into a wholly owned subsidiary of Vertex Pharmaceuticals, 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. The filing reports cancellation of common shares, restricted stock units and stock options, which were converted into cash rights based on the Merger Consideration or, for certain out-of-the-money options, canceled for no consideration.
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Insights
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Insider Trade Summary
Disposition: 188,169 shares
Disposition
4 txns
Insider
Kalofonos Isabel
Role
Chief Commercial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F4, F5 | 97,500 | $44.41 | $4.33M |
| Disposition | Stock Option (Right to Buy) F4, F5 | 55,000 | $41.21 | $2.27M |
| Disposition | Common Stock F1, F2 | 1,669 | $85.00 | $142K |
| Disposition | Common Stock F3 | 34,000 | $85.00 | $2.89M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- F1. Includes 835 shares acquired under the Issuer's Employee Stock Purchase Plan.
- F2. 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").
- F3. 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.
- F4. 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.
- F5. 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: 1,669 shares
Restricted Stock Units canceled: 34,000 units
+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
1,669 shares
Common shares of Crinetics reported as canceled and converted into cash rights on September 1, 2026
Restricted Stock Units canceled
34,000 units
Crinetics RSUs that became vested, then were canceled and converted into cash based on the Merger Consideration
Stock Options canceled (grant 1)
97,500 options
Crinetics stock options with a per share exercise price of $40.59 canceled and converted into cash equal to the $85.00 Merger Consideration minus the exercise price
Cash per option (grant 1) reported in Column 8
$44.41 per option
Difference between the $85.00 Merger Consideration and the $40.59 exercise price for 97,500 options
Stock Options canceled (grant 2)
55,000 options
Crinetics stock options with a per share exercise price of $43.79 canceled and converted into cash equal to the $85.00 Merger Consideration minus the exercise price
Cash per option (grant 2) reported in Column 8
$41.21 per option
Difference between the $85.00 Merger Consideration and the $43.79 exercise price for 55,000 options
Key Terms
Merger Consideration, restricted stock units, Company Stock Option, disposition to issuer
4 terms
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 regulatory
"transaction code "D" with description "Disposition to issuer""
FAQ
What did CRNX Chief Commercial Officer Isabel Kalofonos report in this Form 4?
She reported dispositions of common stock, restricted stock units and stock options of Crinetics Pharmaceuticals, Inc. on September 1, 2026, all resulting from the completion of a merger in which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals.
How were CRNX restricted stock units treated in the merger?
Each Crinetics restricted stock unit became fully vested immediately before the effective time and was then canceled and converted into the right to receive a cash amount equal to the $85.00 Merger Consideration per unit, less any applicable tax withholding.
How were CRNX stock options held by Isabel Kalofonos treated?
Each Crinetics stock option was canceled in the merger. Options with a per-share exercise price less than $85.00 were converted into a cash right equal to the difference between $85.00 and the exercise price, less tax withholding, while options with exercise prices at or above $85.00 were canceled for no consideration.
Were the transactions in this CRNX Form 4 open-market sales?
No. The transactions are reported with code D (disposition to issuer) and footnotes explain they reflect cancellations for cash or no consideration in connection with the merger, not voluntary open-market purchases or sales.
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