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Crinetics CSO cashed out at $85 in Vertex buyout

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Crinetics Pharmaceuticals, Inc. (CRNX) reports that Chief Scientific Officer Stephen F. Betz had his equity interests canceled and settled in cash in connection with the merger under which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals Incorporated. On September 1, 2026, all common shares and restricted stock units were converted into the right to receive $85.00 per share in cash, subject to tax withholding. On the same date, multiple outstanding stock options were canceled: options with exercise prices below $85.00 were converted into cash equal to the $85.00 merger consideration minus the applicable exercise price per option share, while options with exercise prices at or above $85.00 were canceled for no consideration. A total of 13 disposition-to-issuer transactions were reported, reflecting this merger-driven cancellation and cash-out of Betz’s equity awards.

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Insider Betz Stephen F.
Role Chief Scientific Officer
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F4, F5 90,514 $83.09 $7.52M
Disposition Stock Option (Right to Buy) F4, F5 74,540 $75.72 $5.64M
Disposition Stock Option (Right to Buy) F4, F5 56,250 $59.81 $3.36M
Disposition Stock Option (Right to Buy) F4, F5 60,000 $62.39 $3.74M
Disposition Stock Option (Right to Buy) F4, F5 85,000 $69.71 $5.93M
Disposition Stock Option (Right to Buy) F4, F5 15,000 $61.81 $927K
Disposition Stock Option (Right to Buy) F4, F5 77,000 $64.98 $5.00M
Disposition Stock Option (Right to Buy) F4, F5 110,000 $65.36 $7.19M
Disposition Stock Option (Right to Buy) F4, F5 87,000 $41.49 $3.61M
Disposition Stock Option (Right to Buy) F4, F5 65,000 $48.14 $3.13M
Disposition Stock Option (Right to Buy) F4, F5 47,000 $41.21 $1.94M
Disposition Common Stock F1, F2 58,286 $85.00 $4.95M
Disposition Common Stock F3 79,650 $85.00 $6.77M
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (5)
  1. F1. Includes 835 shares acquired under the Issuer's Employee Stock Purchase Plan.
  2. 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").
  3. 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.
  4. 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.
  5. 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.
Merger Consideration per Share $85.00 per share Cash consideration for each share of Crinetics common stock at the effective time of the merger
Common Stock Disposition 1 58,286 shares at $85.00 Common shares canceled and converted into cash at the merger consideration, including 835 ESPP shares
Common Stock Disposition 2 (RSUs) 79,650 shares at $85.00 Restricted stock units canceled and converted into cash equal to the merger consideration per unit
Stock Option Block 1 90,514 options; exercise price $1.91; cash per option $83.09 Options canceled in merger; cash per option share equals $85.00 minus $1.91
Stock Option Block 2 74,540 options; exercise price $9.28; cash per option $75.72 Options canceled in merger; cash per option share equals $85.00 minus $9.28
Stock Option Block 3 56,250 options; exercise price $25.19; cash per option $59.81 Options canceled in merger; cash per option share equals $85.00 minus $25.19
Total Disposition Transactions 13 transactions Comprises 11 derivative and 2 non-derivative disposition-to-issuer transactions on September 1, 2026
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.
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.
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"
wholly owned subsidiary financial
"with the Company surviving as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

What happened to Stephen F. Betz’s CRNX common stock in this Form 4?

All reported common shares were canceled in the merger and converted into the right to receive $85.00 per share in cash, subject to tax withholding, as part of Crinetics’ acquisition by Vertex Pharmaceuticals.

How were Stephen F. Betz’s CRNX restricted stock units treated in the merger?

Each restricted stock unit became fully vested immediately before the effective time and was then canceled and converted into a cash payment equal to the $85.00 merger consideration per unit, less any applicable tax withholding.

What happened to Stephen F. Betz’s CRNX stock options with exercise prices below $85?

Each such option was canceled at the merger and converted into cash equal to the difference between the $85.00 merger consideration and its per share exercise price, for each underlying option share, less applicable tax withholding.

What happened to CRNX stock options with exercise prices at or above $85 for Stephen F. Betz?

Any Crinetics stock option with a per share exercise price equal to or greater than $85.00 was canceled in the merger for no consideration, according to the described treatment of Company Stock Options.

How many transactions are reported for Stephen F. Betz in this CRNX Form 4?

The filing reports 13 disposition transactions in total, consisting of 11 derivative transactions related to stock options and 2 non-derivative transactions related to common stock and restricted stock units.

Did Crinetics Pharmaceuticals (CRNX) remain independent after these transactions?

No. Crinetics Pharmaceuticals became a wholly owned subsidiary of Vertex Pharmaceuticals Incorporated after the merger, with all outstanding common shares converted into the right to receive $85.00 per share in cash.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Betz Stephen F.

(Last)(First)(Middle)
C/O CRINETICS PHARMACEUTICALS, INC.
6055 LUSK BOULEVARD

(Street)
SAN DIEGO CALIFORNIA 92121

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Crinetics Pharmaceuticals, Inc. [ CRNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Scientific Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026D58,286(1)D$85(2)79,650D
Common Stock09/01/2026D79,650D$85(3)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$1.9109/01/2026D90,514 (4)(5)03/16/2028Common Stock90,514$83.09(4)(5)0D
Stock Option (Right to Buy)$9.2809/01/2026D74,540 (4)(5)05/24/2028Common Stock74,540$75.72(4)(5)0D
Stock Option (Right to Buy)$25.1909/01/2026D56,250 (4)(5)03/08/2029Common Stock56,250$59.81(4)(5)0D
Stock Option (Right to Buy)$22.6109/01/2026D60,000 (4)(5)02/24/2030Common Stock60,000$62.39(4)(5)0D
Stock Option (Right to Buy)$15.2909/01/2026D85,000 (4)(5)02/26/2031Common Stock85,000$69.71(4)(5)0D
Stock Option (Right to Buy)$23.1909/01/2026D15,000 (4)(5)09/10/2031Common Stock15,000$61.81(4)(5)0D
Stock Option (Right to Buy)$20.0209/01/2026D77,000 (4)(5)02/29/2032Common Stock77,000$64.98(4)(5)0D
Stock Option (Right to Buy)$19.6409/01/2026D110,000 (4)(5)02/28/2033Common Stock110,000$65.36(4)(5)0D
Stock Option (Right to Buy)$43.5109/01/2026D87,000 (4)(5)03/03/2034Common Stock87,000$41.49(4)(5)0D
Stock Option (Right to Buy)$36.8609/01/2026D65,000 (4)(5)02/19/2035Common Stock65,000$48.14(4)(5)0D
Stock Option (Right to Buy)$43.7909/01/2026D47,000 (4)(5)02/23/2036Common Stock47,000$41.21(4)(5)0D
Explanation of Responses:
1. Includes 835 shares acquired under the Issuer's Employee Stock Purchase Plan.
2. 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").
3. 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.
4. 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.
5. 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.
Remarks:
/s/ Tobin Schilke, as attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)