Forte director Vincent’s awards cashed out at $77
Forte Biosciences, Inc. (FBRX) director Richard G. Vincent reported the disposition of equity awards in connection with a merger under which Forte becomes a wholly owned subsidiary of argenx BV.
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) director Richard G. Vincent reported the disposition of equity awards in connection with a merger under which Forte becomes a wholly owned subsidiary of argenx BV. On 2026-08-27, unexercised stock options for 2,000 shares at a $7.07 exercise price and 31,000 shares at a $7.54 exercise price, and 18,353 restricted stock units, were canceled. Under the Merger Agreement, in-the-money options and RSUs are converted into a right to receive cash based on $77.00 per share, while options with exercise prices at or above that amount are canceled with no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 51,353 shares
Disposition
3 txns
Insider
VINCENT RICHARD G
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 contracts (Direct);
Restricted Stock Units — 0 contracts (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: 2,000 shares at $7.07 exercise price
Additional stock options disposed: 31,000 shares at $7.54 exercise price
Restricted stock units disposed: 18,353 RSUs
+3 more
6 metrics
Stock options disposed
2,000 shares at $7.07 exercise price
Company Option canceled and cash-settled per Merger Agreement on 2026-08-27
Additional stock options disposed
31,000 shares at $7.54 exercise price
Company Option canceled and cash-settled per Merger Agreement on 2026-08-27
Restricted stock units disposed
18,353 RSUs
RSUs canceled and converted to cash right; post-transaction holdings 0 RSUs
Merger Consideration
$77.00 per share
Cash amount used to determine payments for options and RSUs under Merger Agreement
Option expiration date (2,000-share grant)
2034-09-17
Original expiration for 2,000-share Company Option before cancellation at merger
Option expiration date (31,000-share grant)
2035-03-20
Original expiration for 31,000-share Company Option before cancellation at merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, withholding taxes, +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
"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.
withholding taxes financial
"subject to any applicable withholding taxes) a lump-sum cash payment"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
wholly owned subsidiary regulatory
"with Company surviving the Merger as a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What insider transactions did FBRX director Richard G. Vincent report?
Richard G. Vincent reported three dispositions of derivative securities on 2026-08-27: stock options for 2,000 shares at $7.07, stock options for 31,000 shares at $7.54, and 18,353 restricted stock units, all canceled in connection with the merger.
How is the Forte Biosciences (FBRX) merger affecting Vincent’s stock options?
Under the Merger Agreement, each in-the-money option is canceled and converted into a right to receive cash equal to ($77.00 − exercise price) times the number of option shares. Options with exercise prices at or above $77.00 are canceled for no consideration.
What happens to Richard G. Vincent’s FBRX restricted stock units in the merger?
His 18,353 restricted stock units were canceled and converted into a right to receive a lump-sum cash payment equal to the $77.00 per-share Merger Consideration multiplied by the RSU share count, subject to applicable withholding taxes.
Was Richard G. Vincent’s Form 4 filed under a Rule 10b5-1 trading plan for FBRX?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes do not indicate that these transactions were executed under a Rule 10b5-1 or similar pre-arranged trading plan.
Does Richard G. Vincent retain any of the reported RSUs of FBRX after the merger?
No. After the transaction, the Form 4 reports 0 restricted stock units remaining, as all 18,353 RSUs were canceled and converted into a right to receive a cash payment under the Merger Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
