Iteos Therapeutics, Inc. SEC Filings

iTeos Therapeutics, Inc. was acquired pursuant to an Offer and merger described in this Schedule 13D/A. The Offer, which began August 1, 2025, expired on August 29, 2025, and Merger Sub accepted for purchase 32,226,407 shares tendered and not withdrawn, representing approximately 72.17% of the outstanding common stock. On August 29, 2025, Merger Sub merged with and into the Issuer under Delaware law and the Issuer became a wholly owned subsidiary of Concentra. The reporting persons state they beneficially own an aggregate of 10,000 shares, which the filing reports as 100% of the outstanding shares for the reporting persons' class. The amendment updates Items 4, 5 and 7 and lists related exhibits, including the Merger Agreement and Schedule TO materials.

iTeos Therapeutics, Inc. was acquired pursuant to an Offer and merger described in this Schedule 13D/A. The Offer, which began August 1, 2025, expired on August 29, 2025, and Merger Sub accepted for purchase 32,226,407 shares tendered and not withdrawn, representing approximately 72.17% of the outstanding common stock. On August 29, 2025, Merger Sub merged with and into the Issuer under Delaware law and the Issuer became a wholly owned subsidiary of Concentra. The reporting persons state they beneficially own an aggregate of 10,000 shares, which the filing reports as 100% of the outstanding shares for the reporting persons' class. The amendment updates Items 4, 5 and 7 and lists related exhibits, including the Merger Agreement and Schedule TO materials.

Form 4 from reporting person "Call Matthew" (Chief Operating Officer) reports insider dispositions tied to iTeos Therapeutics' merger. On 08/29/2025 the reporting person disposed of 161,898 shares of common stock, resulting in 0 shares beneficially owned after the transaction. Each issued and outstanding share was canceled at the merger Effective Time and converted into $10.047 in cash per share plus one non-transferable CVR per share. The filing explains that certain restricted stock units and unvested options accelerated and were cancelled; In-the-Money Options (exercise price < $10.047) were settled for cash equal to the excess of $10.047 over the exercise price times the underlying shares, plus one CVR per underlying share. The Form 4 lists multiple canceled stock options with exercise prices of $7.05, $4.24 and $2.95 for specified share amounts, all resulting in zero common shares held post-merger.

Michel Detheux, reporting as Chief Executive Officer and Director of iTeos Therapeutics, Inc. (ITOS), reported transactions dated 08/29/2025 tied to a completed merger with Concentra Biosciences LLC. At the merger's Effective Time each outstanding share was converted into $10.047 cash per share plus one non-transferable contractual contingent value right (CVR). The filing shows the reporting person and MG3A disposed of all reported common stock and restricted stock units and certain stock options were canceled in exchange for cash (for in-the-money options) and CVRs. Following the transactions, reported beneficial ownership of the listed securities is zero for the reported holdings.

Lee David K, a director of iTeos Therapeutics, Inc. (ITOS), reported transactions dated 08/29/2025 related to company stock options in connection with the merger of the company with Concentra Merger Sub VIII, Inc. The filing notes two option entries showing dispositions: 21,141 and 23,625 stock options with an exercise price of $9.84 that were reported as disposed. The Form 4 explains that, under the Merger Agreement, outstanding unvested options tied to certain service or severance arrangements became immediately vested and exercisable, while in-the-money options with exercise prices below the cash consideration per share of $10.047 were canceled in exchange for cash consideration and contractual contingent value rights.

iTeos Therapeutics insider reporting linked to merger consideration

David Feltquate, Chief Medical Officer of iTeos Therapeutics (ITOS), reported a disposition on 08/29/2025 of 47,000 restricted stock units that became vested and were canceled under the Agreement and Plan of Merger with Concentra Biosciences LLC. In exchange for canceled units, holders were entitled to $10.047 in cash per share (subject to tax withholding) and one non-transferable contractual contingent value right per share. The Form 4 shows the reporter held 0 shares following the transaction. The filing was signed by an attorney-in-fact, Adi Osovsky.

Matthew Gall, Chief Financial Officer of iTeos Therapeutics (ITOS), reported transactions tied to the company’s merger. At the effective time of the merger, each outstanding share was converted into $10.047 in cash plus one non-transferable contingent value right (CVR). The Form 4 reports the disposition/cancellation of 89,429 common shares and cancellation of multiple stock options and restricted stock units, with the filer showing 0 shares beneficially owned following the transactions. In-the-money options were canceled in exchange for cash equal to the difference between $10.047 and each option’s exercise price multiplied by the underlying shares, plus one CVR per share. The reported option and underlying share counts include 9,063, 135,937, 42,388, 8,123 and 252,135 units/options as described in the filing.

Yvonne McGrath, Chief Scientific Officer of iTeos Therapeutics, Inc. (ITOS), reported transactions on Form 4 dated 08/29/2025 related to the company's merger with Concentra Biosciences LLC.

At the effective time of the merger, 46,300 restricted stock units were disposed (canceled) and the filing shows cancellation of multiple in-the-money stock options totaling 176,123 options (91,000 at $7.05; 69,069 and 16,054 at $4.24). Per the merger terms, holders of canceled RSUs and in‑the‑money options received $10.047 per share in cash (for each underlying share) and one contractual contingent value right (CVR) per share.

Rhoads Ann D, a director of iTeos Therapeutics, reported on 08/29/2025 the cancellation and cash-out of her outstanding in-the-money stock options in connection with the companys merger with Concentra Biosciences LLC. The Form 4 shows 27,178 stock options with an exercise price of $6.16 were disposed of and the reporting person holds 0 options following the transaction. Under the Merger Agreement, in-the-money options (exercise price below $10.047 cash per share) were cancelled and optionholders received a cash payment equal to (Cash Amount minus exercise price) times underlying shares, plus one non-transferable contingent value right (CVR) per underlying share.

iTeos Therapeutics insider option cancellations tied to merger consideration. The reporting person, a director, disposed of stock options as part of a merger that converted certain in-the-money options into cash and contingent value rights. Options with exercise prices of $2.95 (25,140 options) and $4.24 (146,160 options) were canceled because their exercise prices were below the merger cash consideration of $10.047 per share. Holders of those canceled options are entitled to receive a cash payment equal to the excess of the cash consideration over each option's exercise price multiplied by the number of underlying shares, plus one non-transferable contractual contingent value right per underlying share. The Form 4 reports these changes in beneficial ownership resulting from the merger terms.