89Bio, Inc. SEC Filings

89bio (ETNB) insiders affiliated with RA Capital reported Form 4 transactions tied to the company’s acquisition by Roche. The footnotes state that shareholders received $14.50 per share in cash plus one non-tradeable contingent value right (CVR) representing potential additional payments of up to $6.00 per share, subject to milestone achievements under the CVR agreement. The merger became effective on October 30, 2025, with 89bio continuing as a wholly owned subsidiary of Roche.

The filing indicates dispositions of common stock and derivative positions in connection with the closing. According to the merger terms, in-the-money warrants were automatically exercised and converted into cash and CVRs, and outstanding options were treated per their exercise prices, with certain out-of-the-money options receiving CVRs as described.

89bio (ETNB) director Kathleen LaPorte reported the disposition/cancellation of stock options in connection with the Roche acquisition. The tender offer closed at $14.50 per share in cash plus one non‑tradeable CVR for potential contingent payments of up to $6.00 per share.

Per the agreement, in-the-money options received cash equal to the excess of $14.50 over the exercise price for each underlying share, plus one CVR per share. Out‑of‑the‑money options with exercise prices between $14.50 and $20.50 received the CVR and may receive future milestone payments under the CVR terms; options with exercise prices at or above $20.50 were cancelled without consideration. Reported grants disposed on 10/30/2025 included, for example, 25,000 options at $18.68 and 56,400 options at $9.60.

89bio (ETNB) disclosed an insider transaction tied to its acquisition by Roche. Director Michael R. Hayden reported the disposition of common stock and stock options on 10/30/2025 in connection with the deal’s closing mechanics.

Shares were tendered/converted for $14.50 per share in cash plus one non‑tradeable CVR worth up to $6.00 per share upon specified milestones. Reported holdings included 80,904 shares (direct), 103,978 shares (indirect via Genworks 2 Consulting Inc., controlled by the reporting person’s spouse), and 61,538 shares (indirect via The Hayden Family Trust, controlled by the reporting person’s spouse). The filing shows 0 shares beneficially owned after the transaction.

Outstanding stock options became fully vested immediately prior to the merger and were cancelled for cash equal to any in‑the‑money value plus one CVR per underlying share. Options with exercise prices at or above $14.50 and below $20.50 received CVRs only, while options with exercise prices at or above $20.50 were cancelled without consideration.

89bio (ETNB) CFO Ryan Martins reported merger-related equity transactions tied to the Roche acquisition. On October 30, 2025, a tender offer was completed and followed by a merger in which each common share was exchanged for $14.50 in cash plus one non-tradeable CVR with potential contingent payments of up to $6.00 per share, subject to the CVR Agreement.

Immediately prior to the effective time, previously granted performance-based RSUs vested and settled into 35,000 shares. All outstanding common shares were then exchanged for the offer consideration, and the reporting person showed 0 shares beneficially owned after the transaction. Stock options became fully vested; in general, in-the-money options received cash equal to intrinsic value plus a CVR per underlying share, options with exercise prices between $14.50 and $20.50 received a CVR per underlying share, and options at or above $20.50 were cancelled without consideration.

89bio (ETNB) filed a Form 4 showing director transactions tied to its sale to Roche. On 10/30/2025, Roche completed a tender offer for all 89bio shares at $14.50 in cash per share plus one non‑tradeable contingent value right (CVR) of up to $6.00 per share, followed by a merger.

Per the merger terms, outstanding options became fully vested and, if in‑the‑money, were canceled for cash equal to the excess of $14.50 over the exercise price per share, plus one CVR per underlying share. Options with exercise prices between $14.50 and $20.50 became entitled to CVR economics only. Options with exercise prices at or above $20.50 were canceled without any cash or CVR.

89bio (ETNB) filed a Form 4 for its Chief Executive Officer and director reflecting transactions tied to the completion of its merger with Roche. On 10/30/2025, the reporting person acquired 125,000 shares of common stock at $0, representing settlement of performance-based RSUs that vested immediately prior to the merger’s effective time.

The filing also reports a disposition of 934,273 shares pursuant to the change‑of‑control transaction. Holders received $14.50 per share in cash plus one contingent value right (CVR) for each share, with potential additional cash payments of up to $6.00 per share upon specified milestones, as outlined in the CVR Agreement. In connection with the merger, outstanding options became fully vested and were converted into cash equal to any in‑the‑money value plus one CVR per underlying share; options with exercise prices at or above $20.50 were cancelled without consideration.

89bio (ETNB) director reported tender offer-related transactions. On 10/30/2025, 25,000 shares of common stock were disposed of pursuant to the Roche acquisition. Holders received $14.50 per share in cash plus one non-tradeable contingent value right (CVR) that may pay up to an additional $6.00 per share upon specified milestones. Following the transaction, the reporting person held 0 shares.

In connection with the merger’s effective time, outstanding stock options were canceled and converted per the agreement. Two option grants—67,700 shares at a $8.39 exercise price (expiring 08/05/2034) and 56,400 shares at a $9.60 exercise price (expiring 02/01/2035)—were reported as disposed with 0 remaining. Under the agreement, fully vested options received cash equal to the spread over $14.50 plus one CVR per underlying share, while certain higher‑strike options received only CVRs, and any option with a strike at or above $20.50 was canceled without consideration.

89bio, Inc. (ETNB) director Edward Morrow Atkinson III reported derivative transactions tied to the company’s change of control. On October 30, 2025, following Roche Holdings, Inc.’s tender offer and subsequent merger, multiple stock option grants were disposed of or cancelled pursuant to the merger terms.

Holders of options with an exercise price below the $14.50 per share cash consideration became entitled to cash equal to the in‑the‑money amount plus one non‑tradeable contingent value right (CVR) per underlying share. Each CVR provides potential contingent payments of up to an aggregate $6.00 per share, payable upon specified milestones under the CVR Agreement. Options with exercise prices equal to or above $14.50 but less than $20.50 were eligible to receive CVRs (and potential milestone payments as defined), while options at or above $20.50 were cancelled without payment.

Reported grants included options with exercise prices of $4.44, $14.70, $9.98, and $9.60, each showing 0 derivative securities beneficially owned following the transactions, held directly.

89bio (ETNB) director Lota S. Zoth reported derivative transactions tied to the closing of Roche’s acquisition on October 30, 2025. The deal paid $14.50 per share in cash, plus one non‑tradeable contingent value right (CVR) for potential payments of up to $6.00 per share upon specified milestones.

Per the merger terms, each outstanding stock option became fully vested and, if unexercised at closing, was cancelled and converted into the right to receive cash equal to the excess of the $14.50 cash amount over its exercise price, plus one CVR for each underlying share. Options with exercise prices ≥ $14.50 and < $20.50 were entitled to CVRs and potential milestone cash if thresholds are met. Options with exercise prices ≥ $20.50 were cancelled without payment or CVR.

Table II shows dispositions of multiple stock option grants (e.g., 20,000 at $24.05, 12,500 at $24.16, 25,000 at $2.64, 27,400 at $14.70, 45,150 at $9.98, 56,400 at $9.60), with post‑transaction derivative holdings reported as 0.