Crinetics director cashes out at $85 in merger
Crinetics Pharmaceuticals, Inc. (CRNX) director Vivaldi Coelho Rogerio reported issuer-related dispositions on September 1, 2026 in connection with Crinetics’ merger into a wholly owned subsidiary of Vertex Pharmaceuticals.
Rhea-AI Filing Summary
Crinetics Pharmaceuticals, Inc. (CRNX) director Vivaldi Coelho Rogerio reported issuer-related dispositions on September 1, 2026 in connection with Crinetics’ merger into a wholly owned subsidiary of Vertex Pharmaceuticals. At the merger’s effective time, each Crinetics common share was canceled and converted into the right to receive $85.00 in cash per share, subject to tax withholding. The filing shows cancellation of common stock, restricted stock units, and stock options, which were converted into cash equal to the merger consideration (for shares and RSUs) or, for in-the-money options, the difference between the $85.00 merger consideration and the option exercise price, with underwater options canceled for no consideration.
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Insights
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Insider Trade Summary
Disposition: 113,055 shares
Disposition
8 txns
Insider
Vivaldi Coelho Rogerio
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F3, F4 | 35,000 | $56.69 | $1.98M |
| Disposition | Stock Option (Right to Buy) F3, F4 | 8,750 | $66.71 | $584K |
| 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 | 13,300 | $85.00 | $1.13M |
| 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 common share: $85.00 per share
Common Stock canceled for cash (line with F1): 13,300 shares at $85.00
RSU-related shares canceled for cash (line with F2): 5,925 shares at $85.00
+4 more
7 metrics
Merger Consideration per common share
$85.00 per share
Cash consideration for each Crinetics common share at the merger effective time
Common Stock canceled for cash (line with F1)
13,300 shares at $85.00
Common stock canceled and converted into cash rights in the merger
RSU-related shares canceled for cash (line with F2)
5,925 shares at $85.00
Company RSUs vested, then canceled for cash equal to Merger Consideration
In-the-money option cash per share example
$56.69 per share
Difference between $85.00 Merger Consideration and $28.31 exercise price for 35,000 options
Stock Options canceled for cash (exercise price $18.29)
8,750 options; $66.71 cash per share
In-the-money options converted into cash equal to $85.00 minus exercise price
Stock Options canceled for cash (exercise price $20.32)
17,500 options; $64.68 cash per share
In-the-money options converted into cash equal to $85.00 minus exercise price
Stock Options canceled for cash (exercise price $32.33)
10,350 options; $52.67 cash per share
In-the-money options converted into cash equal to $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"
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"
disposition to issuer regulatory
"transaction_code_description": "Disposition to issuer"
FAQ
What insider transaction did CRNX director Vivaldi Coelho Rogerio report?
He reported issuer-related dispositions of Crinetics Pharmaceuticals equity awards and common stock on September 1, 2026, all tied to the completion of a merger in which Crinetics became a wholly owned subsidiary of Vertex Pharmaceuticals and its equity was canceled for cash consideration.
How were CRNX restricted stock units treated at the merger for this insider?
Each Company RSU became immediately vested in full just before the merger’s effective time. At that time, each RSU was canceled and converted into the right to receive a cash amount equal to the $85.00 Merger Consideration per underlying share, less applicable tax withholding.
How were CRNX stock options treated in the merger for this insider?
Immediately before the effective time, all outstanding Company Stock Options became fully vested. At the effective time, each option with an exercise price below $85.00 was canceled and converted into 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.
What specific common stock amounts are reported for this CRNX insider?
The filing reports issuer-related dispositions of 13,300 shares of Crinetics common stock at a reference value of $85.00 per share and 5,925 RSU-related shares also tied to the $85.00 Merger Consideration, all canceled and converted into cash in the merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
