89Bio, Inc. SEC Filings

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.

89bio, Inc. (ETNB) completed its merger with Roche after Roche’s subsidiary closed a tender offer on October 30, 2025. Holders of 89bio common stock were entitled to $14.50 per share in cash, plus one non-tradeable contingent value right (CVR) representing potential contingent payments of up to an aggregate $6.00 per share, subject to milestone achievement under the CVR Agreement.

Outstanding employee stock options were treated per the agreement: in-the-money options received cash equal to the excess of the $14.50 closing amount over the exercise price for each underlying share, plus one CVR per share. Options with an exercise price at or above $14.50 but below $20.50 received no cash at closing but received a CVR and may receive milestone payments based on a defined formula. Options with an exercise price at or above $20.50 were cancelled with no cash or CVR. The reporting person, a director, reported multiple option disposals on 10/30/2025 in connection with the merger.

89bio (ETNB) insider transaction: The company’s Chief Operating Officer reported the disposition of 75,310 shares of common stock on 10/30/2025 in connection with the closing of Roche’s 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.

According to the filing, all remaining beneficial ownership dropped to 0 shares following the transaction. Previously held stock options covering 350,000 and 215,000 underlying shares were cancelled or converted for cash-and-CVR consideration as outlined in the merger terms, depending on each option’s exercise price.

89bio (ETNB) insider transaction tied to merger completion. On 10/30/2025, Chief Medical Officer Harry H. Mansbach reported transactions associated with the Roche acquisition. He disposed of 352,656 shares of common stock in exchange for $14.50 per share in cash plus one non-tradeable CVR representing contingent payments of up to $6.00 per share, as provided by the merger terms.

Immediately prior to the effective time of the merger, 50,000 common shares were acquired at $0 upon settlement of performance-based RSUs. All listed stock options were canceled pursuant to the agreement: in-the-money options were converted into the right to receive cash equal to the excess of the $14.50 closing amount over the exercise price per underlying share plus one CVR; out-of-the-money options received CVRs only; options with exercise prices at or above $20.50 were canceled without consideration. Following the reported transactions, beneficial ownership showed 0 common shares and 0 derivative securities.

89bio (ETNB) completed its tender offer and merger with Roche. Holders of each common share will receive $14.50 in cash plus one CVR worth up to $6.00 per share in cash upon specified milestones. The offer expired at one minute past 11:59 p.m. NYC time on October 29, 2025; 94,113,710 shares were validly tendered (about 60.49%), with notices of guaranteed delivery for 42,485,023 additional shares (about 27.31%).

On October 30, 2025, Roche accepted for payment the tendered shares and closed a follow-on short-form merger under DGCL Section 251(h), making 89bio a wholly owned subsidiary. Trading on Nasdaq was halted and delisting was requested via Form 25, with a forthcoming Form 15 to terminate registration and suspend reporting obligations.

In connection with closing, Parent paid off all outstanding obligations under 89bio’s Loan and Security Agreement. Board and management were reconstituted with Merger Sub designees. The compensation committee approved transaction bonuses of $75,000, $300,000 and $250,000 for specified executives, and supplemental cash retainers of $75,000 for each non-employee director (except $100,000 for Dr. Altschuler).

Roche’s Bluefin Merger Subsidiary completed its tender offer for 89bio (ETNB) and closed the merger. Holders will receive $14.50 per share in cash, plus one non‑tradeable contingent value right worth up to $6.00 per share in cash upon specified milestones.

The Hart-Scott-Rodino waiting period expired at 11:59 p.m. on October 29, 2025, satisfying the regulatory condition. As of the expiration, 94,113,710 shares were validly tendered and not withdrawn, representing approximately 60.49% of shares outstanding, with additional notices of guaranteed delivery for 42,485,023 shares (about 27.31%). All conditions were satisfied, and on October 30, 2025 the offeror accepted tendered shares for payment. The merger was then completed under DGCL Section 251(h), converting remaining shares into the right to receive the same offer price, and the shares will be delisted from the Nasdaq Global Market.