[Form 4] 89bio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

89bio (ETNB): Director Form 4 tied to Roche acquisition

Director Martin Babler reported the disposition of stock options in connection with the closing of Roche’s tender offer and subsequent merger on 10/30/2025. Two option grants were cancelled pursuant to the Merger Agreement: 67,700 options at a $8.86 exercise price (expiring 05/02/2034) and 56,400 options at $9.60 (expiring 02/01/2035), leaving 0 derivative securities owned after the transactions.

Holders received the merger consideration mechanics: $14.50 per share in cash plus one contingent value right (CVR) of up to $6.00 per share, subject to milestones, with in‑the‑money options paid the cash spread plus a CVR per underlying share. Out‑of‑the‑money options received CVRs as described; options with exercise prices at or above $20.50 were cancelled without payment.

SEC Form 4

FORM 4

UNITED 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

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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^*

Babler Martin

(Last) (First) (Middle)

C/O 89BIO, INC.

655 MONTGOMERY STREET, SUITE 1500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
89bio, Inc. [ ETNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$8.86	10/30/2025		D			67,700	(1)(2)(3)(4)(5)	05/02/2034	Common Stock	67,700	$0	0	D
Stock Option (Right to Buy)	$9.6	10/30/2025		D			56,400	(1)(2)(3)(4)(5)	02/01/2035	Common Stock	56,400	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 17, 2025, by and among 89bio, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Bluefin Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On October 30, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $14.50 per Share in cash, without interest (the "Closing Amount") less any required withholding taxes, plus (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share, [continues to Footnote 2]

2. [continues from Footnote 1] in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement"). Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

3. As of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to the product of (A) an amount equal to the excess of the Closing Amount over the exercise price per Share with respect to such Option and (B) the number of Shares subject to such Option plus (ii) one CVR with respect to each Share subject to such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Closing Amount, but less than $20.50 (any such option, an "Out of the Money Option"), [continues to Footnote 4]

4. [Continues from Footnote 3] such Out of the Money Option was not entitled to any payment of the Closing Amount in respect thereof and each Out of the Money Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Out of the Money Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (i) the number of Shares subject to such Out of the Money Option, and (ii) the amount, if any, by which (A) the Closing Amount plus the applicable milestone payment plus any other milestone payment that previously became due and payable under the terms of the CVR Agreement exceeds (B) the exercise price per Share with respect to such Out of the Money Option plus the amounts, [continues to Footnote 5]

5. [Continues from Footnote 4] if any, paid to such Option holder with respect to such CVR in respect of any milestone payments that previously became due and payable under the terms of the CVR Agreement; provided further, that any Option with an exercise price that was equal to or greater than $20.50, was cancelled immediately prior to the effective time of the Merger without the receipt of any payment of the Closing Amount or CVR in respect thereof.

	/s/ Ryan A. Murr, as attorney-in-fact for Martin Babler	10/30/2025
	** Signature of Reporting Person	Date
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FAQ

What did ETNB’s Form 4 report?

A director, Martin Babler, reported the disposition of stock options in connection with the Roche tender offer and merger on 10/30/2025.

How many ETNB options were affected and at what prices?

Two grants: 67,700 options at $8.86 and 56,400 options at $9.60.

What merger consideration was offered per ETNB share?

$14.50 in cash per share plus one CVR of up to $6.00 per share, subject to milestones.

How were ETNB in-the-money options treated?

Cancelled and converted into cash equal to the excess of $14.50 over the exercise price per share, plus one CVR per underlying share.

How were out-of-the-money ETNB options treated?

They received a CVR per underlying share with cash payable upon milestone achievements as specified; options at or above $20.50 were cancelled without payment.

Who acquired ETNB and what structure was used?

Roche Holdings, Inc. completed a tender offer through a merger subsidiary, followed by a merger making ETNB a wholly owned subsidiary.

What was the director’s derivative holdings after the transactions?

The filing lists 0 derivative securities beneficially owned following the reported transactions.