ITOS Form 4: Directors 27,178 Options Settled for Cash and CVRs After Merger
Rhea-AI Filing Summary
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.
Positive
- Merger closed consideration provided immediate cash value to optionholders based on a $10.047 per-share cash amount
- Outstanding in-the-money options removed, which reduces potential future dilution from those options
Negative
- Reporting person no longer holds the 27,178 options after cancellation (reported beneficial ownership = 0)
- Future upside replaced by non-transferable CVRs, which may limit liquidity and transferability compared with common stock
Insights
TL;DR: Directors in-the-money options were cashed out as part of a merger, converting equity-linked compensation into cash plus CVRs.
The Form 4 documents a routine but material corporate action where 27,178 options at $6.16 were settled for cash due to a merger with Concentra Biosciences LLC. The cash settlement used a per-share "Cash Amount" of $10.047, with optionholders receiving the spread times shares plus one CVR per share. For analysts, this removes potential future dilution from these options and transfers future upside (if any) to the CVR structure rather than exercisable equity. The immediate effect is a reduction in reported insider derivative holdings to zero.
TL;DR: Cancellation and cash settlement of in-the-money options is a common merger treatment; it closes outstanding option positions for insiders.
From a governance perspective, the Form 4 shows the company implemented merger consideration consistent with the Merger Agreement: in-the-money options were cancelled in exchange for cash and contractual CVRs. The filing was executed by an attorney-in-fact and properly discloses the nature of the consideration. This action changes insider holdings and replaces vested option upside with a contractual right (CVR), which may carry different governance and transferability features.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 27,178 | $0.00 | -- |
Footnotes (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 ("Company Stock Options," and each such option, a "Company Stock Option") that had an exercise price per share that is less than $10.047 in cash per share (the "Cash Amount") (each, an "In-the-Money Option") (Continued from footnote 1) that was then outstanding was canceled and, in exchange therefor, 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.
