Forte director Kornfeld cashes out at $77 deal
Forte Biosciences, Inc. (FBRX) director Steven Kornfeld reported that, in connection with a merger in which Forte became a wholly owned subsidiary of argenx BV, all of his reported Forte equity was disposed of on August 27, 2026.
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) director Steven Kornfeld reported that, in connection with a merger in which Forte became a wholly owned subsidiary of argenx BV, all of his reported Forte equity was disposed of on August 27, 2026. Common shares that were tendered were exchanged for $77.00 per share in cash, net to the seller, subject to withholding tax.
Unexercised stock options with exercise prices below $77.00 were canceled and converted into the right to receive a lump-sum cash payment equal to the excess of the $77.00 Merger Consideration over the option’s exercise price, multiplied by the number of shares subject to each option. Options with exercise prices at or above $77.00 were canceled with no consideration. All reported restricted stock units were canceled and converted into the right to receive a cash payment equal to $77.00 multiplied by the number of underlying shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Kornfeld Steven
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) F2 | 1,200 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 800 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 1,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 1,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 1,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 2,000 | -- | -- |
| Disposition | Stock Option (right to buy) F2 | 31,000 | -- | -- |
| Disposition | Restricted Stock Units F3, F4 | 18,353 | -- | -- |
| Tender Offer | Common Stock F1 | 3,960 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (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. (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 per common share: $77.00 per share
Common shares tendered: 3,960 shares
RSUs canceled for cash: 18,353 RSUs
+3 more
6 metrics
Merger Consideration per common share
$77.00 per share
Cash consideration paid for each tendered Forte Biosciences common share
Common shares tendered
3,960 shares
Shares of Forte Biosciences common stock disposed of pursuant to the tender offer
RSUs canceled for cash
18,353 RSUs
Restricted stock units canceled and converted to cash at $77.00 times underlying shares
Stock option tranche at $472.50
1,200 options at $472.50
Company Option with $472.50 exercise price subject to Merger Agreement treatment
Stock option tranche at $888.50
800 options at $888.50
Company Option with $888.50 exercise price subject to Merger Agreement treatment
Largest stock option tranche below $77.00
31,000 options at $7.54
Company Options with a $7.54 exercise price subject to cash-out formula
Key Terms
tender offer, Merger Consideration, Agreement and Plan of Merger, restricted stock unit, +2 more
6 terms
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.
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.
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.
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")"
withholding taxes financial
"subject to any applicable withholding taxes"
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.
FAQ
What did FBRX director Steven Kornfeld report in this Form 4?
He reported the disposition of all reported Forte Biosciences equity awards and shares on August 27, 2026, in connection with a merger where Forte became a wholly owned subsidiary of argenx BV. His common shares, options, and RSUs were all treated under the merger terms.
How were Steven Kornfeld’s Forte Biosciences (FBRX) stock options treated?
Each unexercised option with an exercise price below $77.00 was canceled and converted into a right to receive a lump-sum cash payment equal to ($77.00 minus the exercise price) times the optioned shares. Options with exercise prices equal to or above $77.00 were canceled with no consideration.
What happened to the restricted stock units reported for FBRX?
Each Forte Biosciences restricted stock unit, whether or not vested, 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 underlying shares, subject to applicable withholding taxes.
Was this FBRX Form 4 filed under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and the footnotes instead describe dispositions that occurred pursuant to the Agreement and Plan of Merger and related tender offer, rather than under a pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
