Forte Biosciences (FBRX) director’s options, RSUs cashed out in $77 merger
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) director Shivpreet Singh Kapoor reported the disposition of equity awards in connection with a merger under the July 26, 2026 Agreement and Plan of Merger among Forte, argenx BV and Avena Merger Sub Inc. Unexercised stock options with exercise prices below $77.00 per share and restricted stock units were canceled and converted into cash rights, while options with exercise prices at or above $77.00 were canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Kapoor Shivpreet Singh
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) F1, F2 | 2,000 | -- | -- |
| Disposition | Stock Option (right to buy) F1, F2 | 31,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 18,353 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct)
Footnotes (4)
- F1. Pursuant to the Agreement and Plan of Merger, dated July 26, 2026 (the "Merger Agreement"), by and among Forte Biosciences, Inc. ("Company"), argenx BV ("Parent"), and Avena Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), each unexercised and outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than $77.00 per share ("Merger Consideration"), was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Merger Consideration over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to Purchaser merging with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent.
- F2. At the effective time of the Merger, each Company Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is equal to or greater than the Merger Consideration, shall be cancelled with no consideration payable therefor.
- F3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Forte Biosciences, Inc. (the "Issuer") Common Stock.
- F4. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Merger Consideration, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger.
Key Figures
Stock options disposed (1st grant): 2,000 options at $7.0700 per share
Stock options disposed (2nd grant): 31,000 options at $7.5400 per share
Restricted stock units disposed: 18,353 RSUs
+1 more
4 metrics
Stock options disposed (1st grant)
2,000 options at $7.0700 per share
Unexercised Company Option canceled and converted into cash right under merger
Stock options disposed (2nd grant)
31,000 options at $7.5400 per share
Unexercised Company Option canceled and converted into cash right under merger
Restricted stock units disposed
18,353 RSUs
Company RSUs canceled and converted into cash right based on Merger Consideration
Merger Consideration per share
$77.00 per share
Cash amount used to determine payments for options and RSUs in merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Company Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated July 26, 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
"which had a per share exercise price that was less than $77.00 per share ("Merger Consideration")"
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 unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Company Option financial
"each unexercised and outstanding option to purchase shares of Common Stock (a "Company Option")"
Avena Merger Sub Inc. regulatory
"Parent ("Parent"), and Avena Merger Sub Inc., a wholly owned subsidiary of Parent"
FAQ
What insider transactions did FBRX director Shivpreet Singh Kapoor report?
Kapoor reported three dispositions of derivative securities: two cancellations of stock options and one cancellation of restricted stock units, all converted into cash rights or canceled in connection with the merger involving Forte Biosciences, Inc.
How many Forte Biosciences (FBRX) stock options were affected in this Form 4?
Kapoor reported dispositions of 2,000 stock options with a $7.07 exercise price and 31,000 stock options with a $7.54 exercise price, each option representing the right to buy one share of Forte Biosciences common stock.
What happened to the Forte Biosciences (FBRX) restricted stock units held by Kapoor?
Kapoor reported the disposition of 18,353 restricted stock units. Under the merger terms, each RSU was canceled and converted into the right to receive a cash payment equal to $77.00 per underlying share, subject to applicable withholding taxes.
What is the Merger Consideration referenced in the FBRX Form 4 filing?
The Merger Consideration is $77.00 per share of Forte Biosciences common stock. Company stock options with exercise prices below this amount were canceled and converted into cash based on the difference between $77.00 and the option exercise price, times the number of option shares.
Were any of Kapoor’s Forte Biosciences (FBRX) options canceled without payment?
Yes. Options that had a per-share exercise price equal to or greater than $77.00 were, at the effective time of the merger, canceled with no consideration payable to the holder, according to the disclosed merger terms.
Does this FBRX Form 4 indicate an open-market sale or purchase by Kapoor?
No. The transactions are coded as “Disposition to issuer” (code D) and reflect the cancellation and cash-out of options and RSUs under the merger agreement, not open-market sales or purchases of Forte Biosciences common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
