Forte Biosciences (FBRX) director cashes out equity at $77 in argenx merger
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) reported that director Stephen K. Doberstein disposed of several equity awards in connection with a merger under an Agreement and Plan of Merger with argenx BV and Avena Merger Sub Inc. On 2026-08-27, multiple stock options and restricted stock units were cancelled and converted into cash rights pursuant to the merger terms.
Stock options with exercise prices below the $77.00 per share merger consideration, including grants for 2,000 shares at $29.50, 1,000 at $31.75, 1,000 at $20.00, 2,000 at $8.60, and 31,000 at $7.54, were cancelled and converted into a right to receive a lump-sum cash payment based on the excess of the merger consideration over the exercise price, multiplied by the shares subject to each option. Options with exercise prices at or above $77.00 per share were cancelled with no consideration.
In addition, 18,353 restricted stock units, each representing a contingent right to one share of common stock, were cancelled and converted into a lump-sum cash payment equal to the merger consideration multiplied by the number of underlying shares. The filing indicates these transactions were dispositions to the issuer rather than open-market trades, and the Rule 10b5-1 trading plan box was not checked.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Doberstein Stephen K
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 | 1,000 | -- | -- |
| Disposition | Stock Option (right to buy) F1, F2 | 1,000 | -- | -- |
| 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
Merger Consideration: $77.00 per share
Stock options at $29.50: 2,000 shares
Stock options at $31.75: 1,000 shares
+4 more
7 metrics
Merger Consideration
$77.00 per share
Cash consideration per share used to calculate option and RSU cash payments
Stock options at $29.50
2,000 shares
Option grant cancelled and converted into a cash right under the Merger Agreement
Stock options at $31.75
1,000 shares
Option grant cancelled and converted into a cash right under the Merger Agreement
Stock options at $20.00
1,000 shares
Option grant cancelled and converted into a cash right under the Merger Agreement
Stock options at $8.60
2,000 shares
Option grant cancelled and converted into a cash right under the Merger Agreement
Stock options at $7.54
31,000 shares
Largest single option grant cancelled and converted into a cash right
Restricted Stock Units cancelled
18,353 units
RSUs converted into a cash right equal to merger consideration times underlying shares
Key Terms
Agreement and Plan of Merger, Merger Consideration, Company Option, restricted stock unit, +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
"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.
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.
lump-sum cash payment financial
"was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment"
FAQ
What insider transaction did Forte Biosciences (FBRX) report for Stephen K. Doberstein?
Forte Biosciences reported that director Stephen K. Doberstein disposed of several stock option awards and 18,353 restricted stock units on 2026-08-27. The awards were cancelled and converted into cash rights in connection with a merger, rather than sold in the open market.
How were Stephen K. Doberstein’s stock options in FBRX treated in the merger?
Each unexercised option with an exercise price below the $77.00 per share merger consideration was cancelled and converted into a right to receive a lump-sum cash payment equal to the excess of $77.00 over the option’s exercise price, multiplied by the option’s share count.
What happened to Forte Biosciences (FBRX) options with exercise prices at or above the merger price?
At the effective time of the merger, each outstanding unexercised option with an exercise price equal to or greater than the $77.00 per share merger consideration was cancelled with no consideration payable to the holder, as disclosed in the filing.
How were Stephen K. Doberstein’s restricted stock units in FBRX handled?
Each restricted stock unit, representing one share of Forte Biosciences common stock, was cancelled and converted into a right to receive a lump-sum cash payment equal to the $77.00 per share merger consideration multiplied by the 18,353 underlying shares.
Were Stephen K. Doberstein’s FBRX transactions under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describe award treatment under the Merger Agreement rather than trades executed pursuant to a pre-arranged trading plan.
Which specific FBRX option grants for Stephen K. Doberstein were affected?
Affected grants included stock options for 2,000 shares at $29.50, 1,000 at $31.75, 1,000 at $20.00, 2,000 at $8.60, and 31,000 at $7.54 per share. Each was cancelled and converted into a cash-right based on the merger consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
