Forte Biosciences (FBRX) CEO exits stake after $77-a-share argenx deal
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) reports that CEO, Secretary and Chair Paul A. Wagner disposed of his equity interests in connection with the closing of a merger with argenx BV. On 2026-08-27, 85,482 shares of common stock were tendered and exchanged for $77.00 per share in cash under a tender offer, leaving no directly held common shares reported.
Pursuant to the merger agreement, multiple unexercised stock options with per-share exercise prices below $77.00 were canceled and converted into cash rights equal to the cash consideration minus the exercise price, multiplied by the number of option shares. Options with exercise prices at or above $77.00 were canceled with no payment. Outstanding restricted stock units were also canceled and converted into cash equal to $77.00 times the number of underlying shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 85,482 shares
Net Sell
11 txns
Insider
Wagner Paul A.
Role
SEE REMARKS
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) F2 | 16,866 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 5,400 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 11,999 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 44,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 920,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 270,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 500,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 2,500 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 180,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 3,511 | -- | -- |
| Tender Offer | Common Stock F1 | 85,482 | -- | -- |
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
Merger Consideration per Share: $77.00 per share
Common Shares Tendered: 85,482 shares
Common Shares Held After Transactions: 0 shares
+4 more
7 metrics
Merger Consideration per Share
$77.00 per share
Cash consideration for each tendered share of Forte Biosciences common stock
Common Shares Tendered
85,482 shares
Forte Biosciences common stock tendered by Paul A. Wagner on 2026-08-27
Common Shares Held After Transactions
0 shares
Directly owned Forte Biosciences common stock reported after tender offer disposition
Stock Option Exercise Price
$21.50 per share
Exercise price for one tranche of 16,866 Forte Biosciences stock options canceled for cash settlement
Stock Option Exercise Price
$43.00 per share
Exercise price for one tranche of 11,999 Forte Biosciences stock options canceled for cash settlement
Stock Option Exercise Price
$7.54 per share
Exercise price for one tranche of 920,000 Forte Biosciences stock options canceled for cash settlement
Restricted Stock Units Canceled
180,000 units
One reported block of Forte Biosciences restricted stock units converted into a cash right at $77.00 per unit
Key Terms
Agreement and Plan of Merger, Merger Consideration, tender offer, 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
"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 of Company that were tendered to Purchaser"
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.
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right"
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")"
FAQ
What did FBRX CEO Paul A. Wagner report in this Form 4?
Paul A. Wagner reported dispositions of Forte Biosciences (FBRX) equity on 2026-08-27. He tendered 85,482 common shares for $77.00 per share in cash and had multiple stock options and restricted stock units canceled and converted into cash pursuant to a merger agreement.
How were Paul A. Wagner’s Forte Biosciences stock options treated?
Each unexercised Forte Biosciences stock option with an exercise price below $77.00 was canceled and converted into a right to receive a cash payment equal to ($77.00 minus the exercise price) multiplied by the option shares. Options with exercise prices at or above $77.00 were canceled with no payment.
What happened to Paul A. Wagner’s FBRX restricted stock units (RSUs)?
Each Forte Biosciences restricted stock unit held by Paul A. Wagner was canceled and converted into the right to receive a lump-sum cash payment equal to $77.00 (the Merger Consideration) multiplied by the number of RSU shares outstanding immediately before the merger’s effective time.
Was the Forte Biosciences (FBRX) merger completed in connection with these Form 4 transactions?
Yes. The footnotes state that after completion of the tender offer, the purchaser merged with and into Forte Biosciences under the merger agreement, with Forte Biosciences surviving as a wholly owned subsidiary of argenx BV.
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