GSK PLC SEC Filings

GSK plc, through subsidiaries GlaxoSmithKline LLC and Redrose Acquisition Co., has filed pre-commencement materials for a planned cash tender offer to acquire all issued and outstanding shares of RAPT Therapeutics, Inc. common stock under an Agreement and Plan of Merger dated January 19, 2026.

The tender offer has not yet started. Once it begins, GSK and its affiliates will file a full tender offer statement on Schedule TO, and RAPT will file a Schedule 14D-9 explaining the board’s recommendation. Stockholders are urged in the communication to read these future documents carefully when available, as they will contain detailed terms of the offer, conditions to closing and other important information, alongside extensive forward-looking statement and risk-factor disclosures about the proposed acquisition and related clinical and regulatory expectations.

RAPT Therapeutics, Inc. is the target of a planned acquisition by GSK plc, which intends to launch a cash tender offer for all issued and outstanding shares of RAPT common stock. The transaction will be carried out through GSK’s subsidiaries GlaxoSmithKline LLC and Redrose Acquisition Co. under an Agreement and Plan of Merger dated January 19, 2026.

The filing is a pre-commencement communication, meaning the tender offer has not yet begun. Once it starts, GSK will file a detailed Schedule TO and RAPT will file a Schedule 14D‑9, providing terms of the offer and the board’s recommendation. The document also includes extensive forward‑looking statement disclosures, highlighting risks such as timing of the offer, satisfaction of closing conditions, required regulatory approvals, potential termination of the merger agreement and possible business disruptions if the deal does not close.

GSK plc has entered a definitive agreement to acquire RAPT Therapeutics for $58.00 per share in cash, valuing RAPT at an estimated aggregate equity value of $2.2 billion and implying an upfront investment of $1.9 billion net of cash acquired. The deal gives GSK global rights to ozureprubart, a long-acting anti-IgE monoclonal antibody in phase IIb development for prophylactic protection against food allergens, excluding mainland China, Macau, Taiwan and Hong Kong.

Ozureprubart is designed to be dosed every 12 weeks versus the current anti-IgE standard requiring injections every 2 to 4 weeks, and targets a large unmet need in food allergies, which affect over 17 million people in the US. GSK will launch a tender offer for all outstanding RAPT shares and then complete a second-step merger, with the transaction subject to customary conditions, including a majority tender and US antitrust clearance, and expected to close in the first quarter of 2026.

GSK has agreed with Pfizer and Shionogi to reshape their stakes in HIV specialist ViiV Healthcare. Pfizer’s 11.7% economic interest will be replaced by new ViiV shares issued to Shionogi for $2.125 bn. After the deal, GSK will retain a 78.3% majority economic interest in ViiV Healthcare and Shionogi’s economic interest will increase to 21.7%.

As part of the consideration, Pfizer will receive $1.875 bn in cash and GSK will receive a special dividend of $0.250 bn, payable in GBP. Completion is subject to regulatory clearances in relevant markets and is expected in the first quarter of 2026. On completion, GSK plans to extinguish the Pfizer put option liability through retained earnings, with any final fair value adjustment recorded as an adjusting item in other operating income.

GSK plc reported several small share acquisitions by senior leaders through its dividend reinvestment arrangements. The transactions involved American Depositary Shares (ADSs) listed on the New York Stock Exchange.

Non-Executive Director Dr Hal Barron acquired 2,832.219 ADSs at $50.2949 per ADS on 14 January 2026, following the reinvestment of dividends paid on 8 January 2026. James Ford, SVP and Group General Counsel, acquired 285.772 ADSs at the same price and date.

Maria Martinez-Davis, President, US, acquired 44.836 ADSs at $50.2949 on 14 January 2026 and additional amounts of 91.071 and 155.817 ADSs at $50.2200 on 9 January 2026. Shobie Ramakrishnan, Chief Digital and Technology Officer, acquired 344.244 ADSs at $50.2949 on 14 January 2026. All transactions were executed on the NYSE.

GSK plc reported small insider share acquisitions by two senior executives through a dividend reinvestment arrangement. David Redfern, President Corporate Development, acquired 17 ordinary shares at £18.845 each following the reinvestment of dividends paid on 8 January on shares held within an ISA, with the transaction dated 9 January 2026 on the London Stock Exchange.

Victoria Whyte, SVP & Company Secretary, similarly acquired 15 ordinary shares at £18.845 each via dividend reinvestment on 9 January 2026, also relating to dividends paid on 8 January 2026 on ISA-held shares. These are routine, small-volume personal transactions in GSK ordinary shares.

GSK plc reports multiple routine share transactions by senior leaders and board members. Executives and persons closely associated with them acquired small numbers of GSK ordinary shares of 31¼ pence each and American Depositary Shares through dividend reinvestment and the company’s Share Reward Plan.

Dividend-related acquisitions on 8 January 2026 were priced around £18.9433 and £18.9464 per ordinary share and about $50.2200–$50.4345 per ADS, with some awards recorded as increases in notional interests in the Deferred Annual Bonus Plan. Additional ordinary shares were acquired on 12 January 2026 under the Share Reward Plan at £18.9321, including both partnership and matching shares.

GSK plc reports that the European Commission has approved a new prefilled syringe presentation of Shingrix, its Recombinant Zoster Vaccine for shingles. The current version requires healthcare professionals to reconstitute a lyophilised antigen with a liquid adjuvant from two separate vials. The new format comes as a prefilled syringe, removing the reconstitution step and making administration simpler and more convenient in clinical settings.

The approval is based on data showing technical comparability between the prefilled syringe and the existing presentation, with no changes to the vaccine’s indication or dosing. Shingrix continues to be authorised in the European Union to prevent herpes zoster and post‑herpetic neuralgia in adults from age 50, and from age 18 for those at increased risk. GSK plans to begin rolling out the prefilled syringe across EU countries in 2026, aiming to support broader and easier protection against shingles, which affects around 1.7 million people in Europe each year.

GSK plc reports that its two pivotal phase III trials, B-Well 1 and B-Well 2, for bepirovirsen in chronic hepatitis B met their primary endpoint and all ranked endpoints. Bepirovirsen, an investigational antisense oligonucleotide, achieved a statistically significant and clinically meaningful functional cure rate, with higher cure rates when added to standard nucleos(t)ide analogue therapy compared with standard of care alone, and an acceptable safety and tolerability profile.

Chronic hepatitis B affects more than 250 million people worldwide and accounts for about 56% of liver cancer cases, while current therapies typically deliver only around a 1% functional cure rate. GSK plans global regulatory filings for bepirovirsen from Q1 2026 and indicates the therapy could become the first finite, six‑month treatment option for chronic hepatitis B and a backbone for future sequential treatment strategies if approved.