ETNB CEO Form 4 details Roche deal payout and option treatment
Rhea-AI Filing Summary
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.
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Insights
Form 4 confirms change-of-control consideration and option treatment.
89bio completed a merger with Roche, and the insider’s Form 4 documents share settlement and disposition mechanics. The reporting person received 125,000 shares via RSU settlement at $0 immediately prior to the effective time, consistent with accelerated vesting on change of control.
Common shares were disposed for $14.50 per share in cash plus one CVR per share with potential milestone payments up to $6.00. Options vested at closing: in‑the‑money options received cash equal to intrinsic value plus a CVR per underlying share; exercise prices at or above $20.50 were cancelled without consideration.
This filing is administrative but confirms key deal economics. Actual CVR value depends on achieving the specified milestones under the CVR Agreement.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 120,231 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 132,242 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 170,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 203,750 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 220,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 300,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 605,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 848,000 | $0.00 | -- |
| Grant/Award | Common Stock | 125,000 | $0.00 | -- |
| U | Common Stock | 934,273 | $0.00 | -- |
Footnotes (1)
- Represents settlement by the Issuer of performance-based restricted stock units granted to the Reporting Person under the Company's Amended and Restated 2019 Equity Incentive Plan on September 9, 2022 and February 1, 2024, which vested as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger (as defined below), pursuant to the Merger Agreement (as defined below). Includes an aggregate of 1,203 shares acquired by the Reporting Person under the Issuer's 2019 Employee Stock Purchase Plan on October 22, 2025. 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, in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, [continues to Footnote 4] [continues from Footnote 3] subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement") (the Closing Amount plus one CVR, collectively, the "Offer Price"). 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"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price. In addition, as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit or performance-based restricted stock unit became fully vested and was cancelled in exchange for the right to receive the Offer Price. 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 6] [Continues from Footnote 5] 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 7] [Continues from Footnote 6] 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.
