ITOS director’s in-the-money options converted to cash and contingent rights

Rhea-AI Filing Summary

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.

Positive

• Conversion to cash for in-the-money options provides immediate, quantifiable value to option holders.
• Clear disclosure of exercise prices ($2.95 and $4.24), number of options (25,140 and 146,160), and merger cash per share ($10.047).

Negative

• Loss of future equity upside for option holders due to cancellation of options in exchange for cash and non-transferable contingent rights.
• Contingent value rights are non-transferable, limiting liquidity and marketability of that portion of consideration.

Insights

Securities Analyst

TL;DR: Merger resulted in cash-out of in-the-money options and issuance of contingent value rights, crystallizing value for option holders.

The cancellation of options with exercise prices materially below the merger cash consideration converts latent option value into immediate cash entitlements and contingent value rights. For the reported options, the per-option cash payout equals the difference between $10.047 and the respective exercise prices, multiplied by 171,300 aggregate underlying shares. This is a standard merger adjustment that eliminates upside tied to the standalone equity while providing secured cash consideration plus contingent rights tied to post-closing events. For holders, this removes future exposure to stock performance in exchange for defined cash value and contractual contingent claims.

Corporate Governance Expert

TL;DR: The transaction follows typical merger mechanics; disclosure shows compliance with merger agreement terms.

The Form 4 discloses that in-the-money options were canceled and converted per the Merger Agreement, with affected optionholders receiving cash and contingent value rights. The reporting person is identified as a director and the filing is made under Section 16 changes in beneficial ownership. The submission includes necessary explanatory footnotes describing the computation of cash consideration and the issuance of non-transferable contingent value rights, reflecting customary governance and disclosure practices in a cash-out merger.

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

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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^*

Hallal David

(Last) (First) (Middle)

C/O ITEOS THERAPEUTICS, INC.

321 ARSENAL STREET

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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
Stock Option (Right to Buy)	$2.95	08/29/2025		D(1)(2)			25,140	(1)(2)	(1)(2)	Common Stock	25,140	(1)(2)	0	D
Stock Option (Right to Buy)	$4.24	08/29/2025		D(1)(2)			146,160	(1)(2)	(1)(2)	Common Stock	146,160	(1)(2)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 18, 2025, by and among iTeos Therapeutics, Inc. (the "Company"), Concentra Biosciences LLC ("Parent"), and Concentra Merger Sub VIII, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Parent completed a tender offer for shares of common stock of the Company ("Shares") and thereafter, the Merger Sub merged with and into the Company (the "Merger"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, by virtue of the Merger and without any action on the part of the holders, each option to purchase Shares from the Company that had an exercise price per share that is less than the $10.047 in cash per share (the "Cash Amount") (each, an "In-the-Money Option") that was then outstanding was canceled and, in exchange therefor,

2. (Continued from footnote 1) the holder of such canceled In-the-Money Option became entitled to receive in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per Share underlying such In-the-Money Option by (2) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one non-transferable contractual contingent value right for each Share underlying such In-the-Money Option.

	/s/ Adi Osovsky, as Attorney-in-Fact	08/29/2025
	** 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).
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FAQ

What happened to the in-the-money options held by the reporting person in ITOS?

The in-the-money options were canceled and, in exchange, the holder became entitled to a cash payment equal to the excess of $10.047 per share over each option's exercise price multiplied by the number of underlying shares, plus one non-transferable contractual contingent value right per underlying share.

How many options and at what exercise prices were affected in this Form 4?

Two option series were reported: 25,140 options with a $2.95 exercise price and 146,160 options with a $4.24 exercise price, both canceled under the merger terms.

Does the Form 4 show any shares issued to the reporting person after the transaction?

No. The Form 4 reports cancellation of the listed options and entitlement to cash and contingent value rights; it does not report newly issued shares resulting from these options.

What is the cash per share used to calculate option payouts?

The cash consideration used in the calculation is $10.047 per share as stated in the merger terms disclosed in the Form 4.

Are the contingent value rights transferable?

No. The Form 4 specifies that one non-transferable contractual contingent value right is issued for each underlying share of canceled in-the-money options.