Galera CEO disposes options and shares in merger
Galera Therapeutics, Inc. President and CEO Mel Sorensen reported issuer dispositions on August 3, 2026 in connection with the Galera and Obsidian mergers.
Rhea-AI Filing Summary
Galera Therapeutics, Inc. President and CEO Mel Sorensen reported issuer dispositions on August 3, 2026 in connection with the Galera and Obsidian mergers. A stock option covering 30,000 Galera shares at an exercise price of $4.40 per share and 975 Galera common shares were disposed to Galera and converted into Parent common stock at a 0.7019-for-1 exchange ratio. The reported Galera option and share positions were reduced to zero, and all figures reflect a 1-for-200 reverse stock split completed on July 12, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 30,975 shares
Disposition
2 txns
Insider
Sorensen Mel
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F1, F2, F4 | 30,000 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 975 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. These numbers have been adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. ("Galera") effected on July 12, 2026.
- F2. Pursuant to an Agreement and Plan of Merger, dated as of April 14, 2026 (the "Merger Agreement"), by and among Galera, Obsidian Therapeutics, Inc. ("Obsidian"), Gazelle Parent, Inc. ("Parent"), Onyx MergerSub, Inc., a wholly owned subsidiary of Parent ("Obsidian Merger Sub"), and Gazelle Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Galera Merger Sub"), on August 3, 2026, Galera merged with and into Galera Merger Sub, with Galera surviving as a wholly owned subsidiary of Parent (the "Galera Merger"), and Obsidian merged with and into Obsidian Merger Sub, with Obsidian surviving as a wholly owned subsidiary of Parent (together with the Galera Merger, the "Mergers").
- F3. At the effective time of the Galera Merger (the "Galera Effective Time"), each outstanding share of Galera common stock (excluding any shares of Galera common stock held by stockholders who had exercised and perfected appraisal rights for such shares) was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio").
- F4. At the Galera Effective Time, each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option"), which was the closing trading price of a share of Galera common stock on the last full trading day on which the Galera common stock was traded prior to the date of the Galera Effective Time, became fully vested and was converted into shares of Parent common stock determined by (i) multiplying the number of shares of Galera common stock underlying the In-the-Money Option by the Galera Exchange Ratio (rounded down to the nearest whole share) then (ii) subtracting the number of shares of Parent common stock with a value equal to the exercise price and withholding taxes each required to be paid with respect to the net exercise of the In-the-Money Option, calculated pursuant to the formula set forth in Section 2.6(i) of the Merger Agreement.
Key Figures
Options Disposed: 30,000 shares
Exercise Price: $4.40 per share
Common Shares Disposed: 975 shares
+5 more
8 metrics
Options Disposed
30,000 shares
Stock option (right to buy) underlying Galera common stock disposed to issuer on August 3, 2026
Exercise Price
$4.40 per share
Exercise price of the disposed Galera stock option, adjusted for the 1-for-200 reverse stock split
Common Shares Disposed
975 shares
Galera common stock converted into the right to receive Parent shares at merger effective time
Exchange Ratio
0.7019 shares
Each Galera common share converted into 0.7019 shares of Parent common stock
In-the-Money Threshold
$15.62 per share
Closing trading price of Galera common stock used to define In-the-Money Options
Reverse Stock Split
1-for-200
Galera reverse stock split effected on July 12, 2026; all reported numbers adjusted
Option Expiration
April 30, 2035
Original expiration date of the disposed Galera stock option position
Post-transaction Holdings
0 shares / 0 options
Reported Galera common stock and option positions following August 3, 2026 transactions
Key Terms
1-for-200 reverse stock split, Agreement and Plan of Merger, In-the-Money Option, Galera Exchange Ratio, +1 more
5 terms
1-for-200 reverse stock split financial
"adjusted to reflect the 1-for-200 reverse stock split Galera Therapeutics, Inc. effected"
Agreement and Plan of Merger regulatory
"Pursuant to an Agreement and Plan of Merger, dated as of April 14, 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.
In-the-Money Option financial
"each outstanding Galera stock option with an exercise price per share less than $15.62 (each, an "In-the-Money Option")"
Galera Exchange Ratio financial
"was converted into the right to receive 0.7019 shares of Parent common stock (the "Galera Exchange Ratio")"
withholding taxes financial
"subtracting the number of shares of Parent common stock with a value equal to the exercise price and 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Galera Therapeutics (GRTX) disclose for August 3, 2026?
Galera reported that CEO Mel Sorensen disposed of a stock option covering 30,000 Galera shares and 975 Galera common shares to the issuer on August 3, 2026, in connection with the completion of the Galera and Obsidian mergers into a new Parent entity.
How many Galera stock options did GRTX CEO Mel Sorensen dispose of in the merger?
Mel Sorensen disposed of a Galera stock option covering 30,000 underlying common shares at an exercise price of $4.40 per share, adjusted for a 1-for-200 reverse stock split, as part of the August 3, 2026 merger-related transactions with the new Parent company.
What exchange ratio was used for Galera Therapeutics (GRTX) common stock in the merger?
Each outstanding share of Galera common stock was converted into the right to receive 0.7019 shares of Parent common stock. This Galera Exchange Ratio applied at the effective time of the Galera merger, excluding any shares subject to perfected appraisal rights.
How were in-the-money Galera (GRTX) stock options treated in the mergers?
Each Galera stock option with an exercise price below $15.62 became fully vested and was converted into Parent common stock. The number of Parent shares was calculated using the 0.7019 Galera Exchange Ratio and then reduced for exercise price and applicable withholding taxes.
What happened to out-of-the-money Galera (GRTX) stock options in the merger?
Each Galera stock option that was not an In-the-Money Option was cancelled for no consideration at the Galera Effective Time. These Non-In-the-Money Options, including those held by the reporting person, were exempt from Section 16 reporting and therefore are not included in this Form 4.
Did the GRTX insider retain any reported Galera securities after the merger transactions?
For the securities reported, post-transaction holdings were 0 shares of Galera common stock and 0 stock options. These positions were either disposed to Galera or converted into Parent common stock in connection with the August 3, 2026 mergers described in the footnotes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
