Crinetics insider cashed out in $85 Vertex deal
The filing reports insiders disposing shares and cashing out RSUs and options at the $85.00 per-share merger price, minus tax or exercise amounts.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) reported that Chief Financial & Infra. Officer Tobin Schilke’s equity awards were cashed out in connection with the merger under which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals, effective September 1, 2026. Each Crinetics common share was canceled and converted into the right to receive $85.00 per share in cash.
The filing shows disposition to the issuer of 7,956 common shares at $85.00 per share and the cancellation of 71,471 restricted stock units, each converted into cash equal to the $85.00 merger price, less tax withholding. It also reports the cancellation of 80,000 and 50,000 stock options, each converted into cash equal to the $85.00 merger price minus the respective exercise prices, with unvested options and RSUs vesting immediately before the merger.
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Insights
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Insider Trade Summary
Disposition: 209,427 shares
Disposition
4 txns
Insider
Schilke Tobin
Role
Chief Financial & Infra. Ofcr.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 80,000 | $51.25 | $4.10M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 50,000 | $41.21 | $2.06M |
| Disposition | Common Stock F1 | 7,956 | $85.00 | $676K |
| Disposition | Common Stock F2 | 71,471 | $85.00 | $6.08M |
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: $85.00 per share
Common shares canceled for cash: 7,956 shares at $85.00 per share
Restricted stock units canceled: 71,471 units at $85.00 per unit (before tax)
+3 more
6 metrics
Merger Consideration
$85.00 per share
Cash paid for each Crinetics common share at the effective time of the merger
Common shares canceled for cash
7,956 shares at $85.00 per share
Common stock disposition to issuer for cash merger consideration
Restricted stock units canceled
71,471 units at $85.00 per unit (before tax)
RSUs vested, then canceled and converted to cash equal to merger consideration
Stock options canceled (1st grant)
80,000 options; exercise price $33.75; cash value $51.25 per option
Canceled and converted to cash equal to $85.00 minus exercise price
Stock options canceled (2nd grant)
50,000 options; exercise price $43.79; cash value $41.21 per option
Canceled and converted to cash equal to $85.00 minus exercise price
Merger effective date
September 1, 2026
Date the merger closed and equity awards were canceled for cash
Key Terms
Merger Consideration, restricted stock units, Company Stock Option, per share exercise price, +1 more
5 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"
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.
FAQ
What insider transactions did CRNX report for Tobin Schilke on September 1, 2026?
The company reported dispositions in connection with the merger: 7,956 common shares at $85.00 per share, 71,471 restricted stock units converted to cash at the $85.00 merger price, and the cash-out of 80,000 and 50,000 stock options.
What happened to Tobin Schilke’s CRNX restricted stock units in the merger?
Each outstanding Crinetics restricted stock unit became fully vested immediately before the effective time, was then canceled, and converted into the right to receive cash equal to the $85.00 per-share merger consideration, less any applicable tax withholding.
How were Tobin Schilke’s CRNX stock options treated in the merger?
Each outstanding stock option with a per-share exercise price below the $85.00 merger price was canceled and converted into cash equal to $85.00 minus the exercise price, less tax withholding. Options with exercise prices at or above $85.00 were canceled for no consideration.
Were Tobin Schilke’s equity awards vested before the CRNX merger closed?
Yes. Immediately prior to the effective time of the merger, each outstanding but unvested Crinetics restricted stock unit and stock option held by Tobin Schilke became immediately vested in full before being canceled and converted into cash.
Is the September 1, 2026 CRNX insider transaction a market sale?
No. The dispositions are reported as cancellations in the merger to the issuer and cash settlement at the merger consideration price, not open market sales of CRNX shares.
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