Inozyme Pharma Insider Equity Settled as BioMarin Buyout Closes

Rhea-AI Filing Summary

Form 4 highlights: Inozyme Pharma, Inc. (INZY) Chief Operating Officer Matthew Winton filed a Form 4 on 3 July 2025 reporting the cash disposal of all of his equity holdings in connection with the company’s merger with BioMarin Pharmaceutical Inc.

• Merger mechanics: BioMarin, through Incline Merger Sub, completed a cash tender offer and subsequent merger on 1 July 2025, paying $4.00 per INZY share. Inozyme is now a wholly-owned subsidiary of BioMarin.
• Common shares: 21,743 shares owned directly by the reporting person were tendered for the $4.00 cash consideration.
• Restricted Stock Units: 41,500 RSUs automatically accelerated, vested and were cancelled for a cash payment of $4.00 per underlying share.
• Stock options: 145,000 options with a $1.06 exercise price vested and were cashed out for the intrinsic value ( $4.00 – $1.06 ) per share.
• Following these transactions, the insider reports zero remaining beneficial ownership of INZY securities.

The filing confirms that the equity portion of the merger consideration has been delivered and that insider equity has been fully settled in cash, signalling the practical completion of the acquisition.

Positive

• Merger consummated: Filing confirms BioMarin’s $4.00-per-share cash acquisition of Inozyme reached effective time on 1 July 2025.
• Immediate liquidity: Common shares, RSUs and in-the-money options were all converted to cash, eliminating execution risk for stakeholders.

Negative

• Management equity alignment ends: COO now holds zero INZY shares, reflecting the loss of ongoing insider ownership post-merger.

Insights

M&A Specialist

TL;DR – Cash-out confirms BioMarin’s $4.00 takeover of INZY is closed and insider equity is fully settled.

The Form 4 is a procedural but telling disclosure: it documents the final step of BioMarin’s acquisition of Inozyme. The conversion of common shares, RSUs and in-the-money options into cash eliminates residual equity risk for minority holders and validates the transaction mechanics outlined in the May 16 2025 merger agreement. For investors, the filing removes any lingering doubt that the tender succeeded and that merger consideration has been paid. Because all instruments were settled in cash, there is no surviving minority float; INZY will ultimately cease trading once administrative steps conclude. Impact is positive from a deal-completion standpoint, but largely expected given prior public announcements.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winton Matthew

(Last) (First) (Middle)

C/O INOZYME PHARMA, INC.

321 SUMMER STREET SUITE 400

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inozyme Pharma, Inc. [ INZY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		U(1)		21,743(2)	D	$4	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	07/01/2025		D(1)			41,500	(3)	(3)	Common Stock	41,500	(3)	0	D
Stock Option (Right to Buy)	$1.06	07/01/2025		D(1)			145,000	(4)	03/10/2035	Common Stock	145,000	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 16, 2025, by and among the Issuer, BioMarin Pharmaceutical Inc., a Delaware corporation ("Parent"), and Incline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.0001 per share (the "Company Common Stock"), for a price per share of $4.00 (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law. Effective as of July 1, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the "Merger").

2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company Common Stock held by the Reporting Person was tendered in exchange for the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.

3. Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), whether vested or unvested that was outstanding immediately prior to the Effective Time, was automatically accelerated, became fully vested, and was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such Company RSU Award, an amount (without interest and subject to deduction for any required withholding under applicable law relating to tax) in cash equal to the Merger Consideration.

4. Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Company Common Stock ("Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time and had a per share exercise price that was less than the Merger Consideration was automatically accelerated and became fully vested, was cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, an amount (without interest and subject to deduction for any required withholding under applicable law) in cash equal to the excess of the Merger Consideration over the per share exercise price of such Company Option.

	/s/ Sanjay Subramanian, as attorney-in-fact for Matthew Winton	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Inozyme Pharma's COO report on the Form 4?

He reported the cash tender of 21,743 common shares and settlement of all equity awards in connection with the BioMarin merger.

At what price were INZY shares tendered?

Each share was exchanged for $4.00 in cash as specified in the merger agreement.

How many RSUs were settled and how?

41,500 RSUs automatically vested and were cancelled for cash equal to $4.00 per underlying share.

What happened to outstanding stock options?

145,000 options with a $1.06 strike were cashed out for the difference between the $4.00 merger price and the exercise price.

Who acquired Inozyme Pharma and when did the merger close?

BioMarin Pharmaceutical Inc. completed the merger on 1 July 2025 through its subsidiary Incline Merger Sub.