Forte Biosciences (NASDAQ: FBRX) cash buyout ends Nasdaq run

Rhea-AI Filing Summary

Forte Biosciences, Inc. (FBRX) reports that the cash tender offer by Avena Merger Sub Inc., a wholly owned subsidiary of argenx BV, has successfully closed at $77.00 per share. The offer expired at one minute after 11:59 p.m. Eastern Time on August 26, 2026 and was not extended.

Computershare advised that 19,894,879 shares were validly tendered and not withdrawn, which, together with shares already owned by argenx and its affiliates, represented about 87.13% of shares outstanding, satisfying the minimum tender condition. On August 27, 2026, argenx completed the merger under Section 251(h) of the DGCL, and all remaining eligible shares were converted into the right to receive $77.00 in cash per share. The common stock will be delisted from the Nasdaq Capital Market, and argenx plans to terminate FBRX’s registration and reporting obligations under the Exchange Act.

Key Figures

Tender Offer Price per Share: $77.00 per Share Shares Validly Tendered: 19,894,879 Shares Percentage of Shares Outstanding Tendered and Owned: 87.13% +2 more

5 metrics

Tender Offer Price per Share $77.00 per Share Cash consideration for each Forte Biosciences common share in the offer and merger

Shares Validly Tendered 19,894,879 Shares Shares validly tendered and not validly withdrawn as of the offer expiration

Percentage of Shares Outstanding Tendered and Owned 87.13% Tendered shares plus shares already owned by argenx and affiliates as of the Expiration Date

Offer Expiration Date and Time One minute after 11:59 p.m. Eastern Time on August 26, 2026 End of the offering period for the tender offer

Merger Completion Date August 27, 2026 Date Parent and Purchaser completed the acquisition and consummated the Merger

Key Terms

tender offer, Merger Agreement, Section 251(h) of the DGCL, appraisal rights, +2 more

6 terms

tender offer financial

"with respect to the offer by Avena Merger Sub Inc. ... to purchase all outstanding shares"

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 Agreement financial

"satisfied the minimum tender condition set forth in the Merger Agreement"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Section 251(h) of the DGCL regulatory

"by consummating the Merger ... in accordance with Section 251(h) of the DGCL"

appraisal rights regulatory

"stockholders of record or held by beneficial owners who are entitled to appraisal rights"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

Exchange Act regulatory

"termination of the registration of the Shares under the Exchange Act"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

delisted financial

"the Shares will be delisted and will cease to trade on the Nasdaq Capital Market"

Delisted means a company's shares have been removed from a public stock exchange and are no longer traded on that venue. For investors this matters because it reduces ease of buying or selling the stock, cuts off regular price discovery and exchange oversight, and can signal regulatory or financial problems; it's like a product being pulled from a supermarket shelf and only available through harder-to-find channels.

FAQ

What is happening to Forte Biosciences, Inc. (FBRX) in this transaction?

Forte Biosciences has been acquired by argenx BV. Avena Merger Sub Inc. completed a tender offer and subsequent merger, making Forte a direct wholly owned subsidiary of argenx and leading to the delisting of Forte’s common stock from the Nasdaq Capital Market.

What cash consideration are Forte Biosciences (FBRX) stockholders receiving?

Each issued and outstanding Forte Biosciences common share (other than excluded and properly perfected appraisal shares) was converted into the right to receive $77.00 per share in cash, without interest and subject to any applicable withholding tax, upon completion of the merger with argenx BV.

How many Forte Biosciences (FBRX) shares were tendered in the offer?

As of the offer’s expiration, 19,894,879 shares of Forte Biosciences common stock were validly tendered and not validly withdrawn. Together with shares already owned by argenx and its affiliates, this represented approximately 87.13% of the outstanding shares.

When did the Forte Biosciences (FBRX) tender offer and merger close?

The tender offer expired at one minute after 11:59 p.m. Eastern Time on August 26, 2026. argenx BV and Avena Merger Sub Inc. then completed the merger and acquisition of Forte Biosciences on August 27, 2026 under Section 251(h) of the DGCL.

Will Forte Biosciences (FBRX) shares continue trading after the merger?

No. Following consummation of the merger, Forte Biosciences’ common stock will be delisted from the Nasdaq Capital Market. argenx BV and its subsidiary intend to terminate registration of the shares under the Exchange Act and suspend Forte’s reporting obligations.

What happens to Forte Biosciences (FBRX) holders with appraisal rights?

Shares held by stockholders who are entitled to appraisal rights under Section 262 of the DGCL and who properly exercised and perfected those rights, without withdrawing or losing them, were not converted into the cash merger consideration at closing and remain subject to the appraisal process.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 09:26 AM Accepted by SEC EDGAR 08/27/2026 - 09:25 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Forte Biosciences, Inc.

(Name of Subject Company)

Forte Biosciences, Inc.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

34962G208

(CUSIP Number of Class of Securities)

Paul A. Wagner, Ph.D.

Chief Executive Officer

Forte Biosciences, Inc.

3060 Pegasus Park Drive, Building 6

Dallas, Texas 75247

(310) 618-6994

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Robert Ishii

Dan Koeppen

Remi Korenblit

Wilson Sonsini Goodrich & Rosati, P.C.

One Market Plaza

Spear Tower, Suite 3300

San Francisco, California 94105

(415) 947-2000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 to Schedule 14D-9 (this “Amendment No. 3”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Forte Biosciences, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 6, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the offer by Avena Merger Sub Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of argenx BV, a private company with limited liability (besloten vennootschap) organized under Belgian law (“Parent”), to purchase all outstanding shares of common stock, par value $0.001 per share (“Shares”), of the Company, at a price per Share of $77.00 per Share, net to the seller in cash, without interest, subject to any withholding tax (the “Offer Price”), upon the terms and subject to the conditions described in the Offer to Purchase, dated as of August 6, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”).

The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on August 6, 2026, by Parent and Purchaser (as amended or supplemented from time to time).

Capitalized terms used in this Amendment No. 3 but not defined herein shall have the respective meanings given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. This Amendment No. 3 is being filed to disclose certain updates as reflected below.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Expiration of the Offering Period” immediately before the section titled “Forward-Looking Statements” as follows:

“The Offer expired at one minute after 11:59 p.m., Eastern Time, on August 26, 2026 (the “Expiration Date”) and was not extended. Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer, advised Purchaser that, as of the expiration of the Offer, a total of 19,894,879 Shares were validly tendered and not validly withdrawn, representing, together with shares already owned by Parent and its affiliates, approximately 87.13% of the Shares outstanding as of the Expiration Date.

As of the Expiration Date, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition set forth in the Merger Agreement, and all other conditions to the Offer were satisfied or waived. Following the Expiration Date, Purchaser irrevocably accepted for payment, and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer in accordance with the terms of the Offer and the Merger Agreement.

Parent and Purchaser completed the acquisition of the Company on August 27, 2026 by consummating the Merger pursuant to the Merger Agreement without a vote of the Company stockholders in accordance with Section 251(h) of the DGCL, with the Company continuing as the surviving corporation in the Merger and as a direct wholly owned subsidiary of Parent. At the Effective Time, each issued and outstanding Share (other than the Excluded Shares and Shares held by stockholders of record or held by beneficial owners who are entitled to appraisal rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL) was converted into the right to receive $77.00 per Share in cash, without any interest thereon, subject to any withholding tax.

Following the consummation of the Merger, the Shares will be delisted and will cease to trade on the Nasdaq Capital Market. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

Forte Biosciences, Inc.
By:	/s/ Hemamalini (Malini) Moorthy
	Name: Hemamalini (Malini) Moorthy Title: Vice President and Secretary

Dated: August 27, 2026