Crinetics insider cashed out at $85 in Vertex merger
Nichols’ RSUs and options were canceled and converted into cash tied to the $85-per-unit merger price, with all trades coded as issuer dispositions.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) director Weston Nichols reported the treatment of his equity awards in connection with the merger under which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals. At the September 1, 2026 effective time, each share of Crinetics common stock was canceled and converted into the right to receive $85.00 per share in cash. Nichols’ restricted stock units became fully vested immediately before closing, then were canceled and converted into cash equal to the $85.00 merger consideration per unit, less applicable tax withholding. His outstanding stock options were also canceled: options with exercise prices below $85.00 were converted into cash equal to the difference between $85.00 and the exercise price per option share (as reflected in Column 8 of the option rows), while options with exercise prices at or above $85.00 were canceled for no consideration. All transactions are coded as dispositions to the issuer reflecting this merger-driven cash-out rather than open-market trading.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Insider Trade Summary
Disposition: 132,305 shares
Disposition
10 txns
Insider
Nichols Weston
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 12,500 | $61.76 | $772K |
| 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 | $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
Common Stock disposition: 16,300 shares at $85.00
Additional Common Stock disposition: 5,925 shares at $85.00
+4 more
7 metrics
Merger Consideration per share
$85.00 per share
Cash consideration for each share of Crinetics common stock at the effective time
Common Stock disposition
16,300 shares at $85.00
Crinetics common stock canceled and converted into cash in the merger
Additional Common Stock disposition
5,925 shares at $85.00
Crinetics common stock underlying RSUs canceled and converted into cash
Stock Option cancellation
12,500 options, exercise price $23.24
Options canceled and converted into cash based on $85.00 minus exercise price
Stock Option cancellation
17,500 options, exercise price $20.23
Options canceled and converted into cash based on $85.00 minus exercise price
Stock Option cancellation
10,350 options, exercise price $32.33
Options canceled and converted into cash based on $85.00 minus exercise price
Stock Option cancellation
9,730 options, exercise price $35.87
Options canceled and converted into cash based on $85.00 minus exercise price
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"
FAQ
What merger affected Crinetics Pharmaceuticals, Inc. (CRNX) in this Form 4?
Crinetics Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Vertex Pharmaceuticals and a merger subsidiary. On September 1, 2026, the merger closed and Crinetics became a wholly owned subsidiary of Vertex.
How were Weston Nichols’ Crinetics RSUs treated at the merger closing?
Immediately before the merger effective time, each of Weston Nichols’ Crinetics restricted stock units vested in full. At closing, each RSU was canceled and converted into cash equal to the $85.00 Merger Consideration per unit, less any applicable tax withholding.
What happened to Weston Nichols’ Crinetics stock options in the CRNX–Vertex merger?
Each outstanding Crinetics stock option became fully vested immediately before closing. At the effective time, options with an exercise price below $85.00 were canceled for cash equal to $85.00 minus the exercise price per share, while options with exercise prices at or above $85.00 were canceled for no consideration.
Do the prices listed for CRNX options in this Form 4 reflect market sale prices?
No. For each reported Crinetics stock option, the Column 8 price represents the difference between the $85.00 Merger Consideration and the option’s per-share exercise price, not a market trading price. The transactions are cancellations in the merger, not open-market sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
