Forte Biosciences (FBRX) CFO exits stake in $77 argenx buyout
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) reported that its Chief Financial Officer, Antony A. Riley, disposed of all reported equity interests in connection with the completed acquisition of the company by argenx BV. On August 27, 2026, Riley tendered 42,600 shares of common stock in a transaction pursuant to a tender offer under a Merger Agreement, receiving $77.00 per share in cash, subject to withholding taxes. In-the-money Forte stock options and restricted stock units were canceled and converted into cash rights based on the same $77.00 Merger Consideration per underlying share, while options with exercise prices at or above that amount were canceled with no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 42,600 shares
Net Sell
12 txns
Insider
Riley Antony A
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) F2 | 421 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 2,999 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 1,700 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 2,999 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 14,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 323,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 90,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 22,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 750 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 60,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 2,976 | -- | -- |
| Tender Offer | Common Stock F1 | 42,600 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Restricted Stock Units — 0 shares (Direct);
Common Stock — 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"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $77.00 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent.
- F2. Pursuant to the Merger Agreement, 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 the 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 the effective time of the Merger. 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. 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
Tendered common shares: 42,600 shares
Merger Consideration per share: $77.00 per share
Option exercise price example: $7.54 per share
+2 more
5 metrics
Tendered common shares
42,600 shares
Forte Biosciences common stock tendered by the CFO on August 27, 2026
Merger Consideration per share
$77.00 per share
Cash paid for each share of Forte Biosciences common stock tendered in the offer
Option exercise price example
$7.54 per share
Exercise price for a reported Forte stock option covering 323,000 underlying shares
Largest reported option grant
323,000 option shares
Underlying Forte common shares subject to one stock option position canceled in the merger
RSU grant example
60,000 RSU shares
Underlying Forte common shares for one restricted stock unit award converted into cash rights
Key Terms
Merger Consideration, tender offer, Company Option, restricted stock unit, +1 more
5 terms
Merger Consideration financial
"shares of common stock ... were exchanged for $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.
tender offer financial
"shares of common stock ... that were tendered to Purchaser prior to the expiration time of the offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Company Option financial
"each unexercised and outstanding option to purchase shares of Common Stock (a "Company Option")"
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.
wholly owned subsidiary financial
"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 transaction did Forte Biosciences (FBRX) disclose for Antony A. Riley?
Forte Biosciences disclosed that CFO Antony A. Riley disposed of his reported equity holdings on August 27, 2026, including 42,600 shares of common stock tendered in a merger-related offer and the cancellation of options and RSUs converted into cash rights.
How were Forte Biosciences (FBRX) stock options treated for the CFO in the merger?
Each in-the-money Forte stock option held by the CFO was canceled and converted into a right to receive a lump-sum cash payment equal to the $77.00 Merger Consideration minus the option exercise price, multiplied by the number of option shares.
What happened to Forte Biosciences (FBRX) options with exercise prices at or above $77.00?
Under the Merger Agreement, any Forte stock option with a per share exercise price equal to or greater than $77.00 was canceled with no consideration payable to the holder at the effective time of the merger.
How were Forte Biosciences (FBRX) restricted stock units handled for the CFO?
Each Forte restricted stock unit held by the CFO was canceled and converted into the right to receive a lump-sum cash payment equal to $77.00 multiplied by the number of underlying shares, subject to applicable withholding taxes.
What corporate change did Forte Biosciences (FBRX) undergo in this transaction?
Forte Biosciences became a wholly owned subsidiary of argenx BV after Purchaser merged with and into the company following completion of the tender offer, with Forte surviving the merger as a subsidiary of argenx BV.
AI-generated analysis. How Rhea-AI works. Not financial advice.
