Forte director Brun’s options, RSUs cashed at $77
Forte Biosciences, Inc. (FBRX) director Scott C. Brun reported the cancellation and disposition to the issuer of stock options and restricted stock units in connection with a merger.
Rhea-AI Filing Summary
Forte Biosciences, Inc. (FBRX) director Scott C. Brun reported the cancellation and disposition to the issuer of stock options and restricted stock units in connection with a merger. On August 27, 2026, unexercised options with per share exercise prices below the $77.00 merger consideration and outstanding RSUs were canceled and converted into rights to receive lump-sum cash payments, while options with exercise prices at or above $77.00 were canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 54,353 shares
Disposition
5 txns
Insider
Brun Scott C.
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 | 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
Merger Consideration per share: $77.00 per share
Stock options canceled at $25.00 exercise price: 2,000 shares
Stock options canceled at $20.00 exercise price: 1,000 shares
+3 more
6 metrics
Merger Consideration per share
$77.00 per share
Cash consideration used to value Company Options and RSUs in the merger
Stock options canceled at $25.00 exercise price
2,000 shares
Unexercised options on Forte Biosciences, Inc. common stock disposed on 2026-08-27
Stock options canceled at $20.00 exercise price
1,000 shares
Unexercised options on Forte Biosciences, Inc. common stock disposed on 2026-08-27
Stock options canceled at $8.60 exercise price
2,000 shares
Unexercised options on Forte Biosciences, Inc. common stock disposed on 2026-08-27
Stock options canceled at $7.54 exercise price
31,000 shares
Unexercised options on Forte Biosciences, Inc. common stock disposed on 2026-08-27
Restricted stock units canceled
18,353 units
Company RSUs converted into cash rights based on $77.00 merger consideration
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
"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.
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 equal to"
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 financial
"Avena Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser")"
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 Scott C. Brun report on this Form 4?
Scott C. Brun reported five derivative dispositions on August 27, 2026: four cancellations of stock options and one cancellation of restricted stock units, all treated as dispositions to Forte Biosciences, Inc. in connection with a merger.
How many Forte Biosciences (FBRX) stock options were canceled for Scott C. Brun?
Reported canceled options covered 2,000 shares at a $25.00 exercise price, 1,000 shares at $20.00, 2,000 shares at $8.60, and 31,000 shares at $7.54, each representing options on Forte Biosciences, Inc. common stock.
What happened to Scott C. Brun’s Forte Biosciences (FBRX) RSUs in the merger?
A total of 18,353 restricted stock units were canceled and converted into the right to receive a lump-sum cash payment equal to the $77.00 merger consideration multiplied by the number of RSUs, subject to applicable withholding taxes.
How were Scott C. Brun’s Forte Biosciences (FBRX) options treated in the merger?
Each unexercised option with an exercise price below $77.00 was canceled and converted into a right to a cash payment equal to ($77.00 minus the exercise price) times the option shares. Options with exercise prices at or above $77.00 were canceled with no consideration.
Was Scott C. Brun’s Form 4 for FBRX filed under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote stating that the reported transactions were made pursuant to a Rule 10b5-1 trading plan.
Who is the merger counterparty mentioned in the Forte Biosciences (FBRX) Form 4 footnotes?
The footnotes describe an Agreement and Plan of Merger among Forte Biosciences, Inc., argenx BV as Parent, and Avena Merger Sub Inc., a wholly owned subsidiary of Parent, with Forte surviving the merger as a wholly owned subsidiary of Parent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
