ITOS Form 4: Options and RSUs Settled for $10.047 Cash Plus CVRs
Rhea-AI Filing Summary
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.
Positive
- All issued shares were converted into a known cash amount of $10.047 per share, providing definitive consideration to holders
- Holders of in-the-money options received cash equal to the spread (Cash Amount minus exercise price) times underlying shares, plus one CVR per share
- Accelerated vesting applied to applicable restricted stock units and options, enabling immediate settlement at the Effective Time
Negative
- Reporting person holds 0 shares following the transaction, eliminating direct equity ownership in the company post-merger
Insights
TL;DR: Insider holdings were fully converted in the merger for cash and CVRs; accelerated awards were settled per merger terms.
The filing documents a standard change-in-control settlement process: outstanding restricted stock units and unvested options held by the reporting officer accelerated and were settled at the merger Effective Time. Issued shares were canceled and converted into $10.047 cash per share plus a CVR, and in-the-money options were cashed out based on the spread over their exercise prices. The result is a clean disposition with no remaining beneficial ownership reported for this officer.
TL;DR: Merger consideration included cash and contingent value rights; equity awards were treated consistently with the Merger Agreement.
The disclosure details treatment of equity awards under the Merger Agreement: Accelerated Vesting Restricted Stock Units became vested then canceled for cash equal to the per-share cash consideration plus a CVR, and In-the-Money Options were canceled for cash equal to the per-share spread times underlying shares plus CVRs. The Form 4 enumerates specific option pools canceled at exercise prices of $7.05, $4.24 and $2.95 with stated underlying share counts, facilitating straightforward payout calculations for affected holders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 9,063 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 135,937 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 41,694 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 66,170 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 17,074 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 146,835 | $0.00 | -- |
| U | Common Stock | 161,898 | $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"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding Share was canceled and converted into the right to receive (i) $10.047 in cash per share (the "Cash Amount"); plus (ii) one non-transferable contractual contingent value right per share (each, a "CVR"), without interest and subject to applicable withholding of taxes. The amount reported in Column 4 includes 68,000 restricted stock units of the Company ("Company Restricted Stock Units," and each such restricted stock unit, a "Company Restricted Stock Unit"). Pursuant to the actions of the of the Compensation and Leadership Development Committee of the Board of Directors of the Company (the "Committee") and in accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (A) each Company Restricted Stock Unit that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, (Continued from footnote 2) or within a specified time following, a sale of the Company (each such Company Restricted Stock Unit, an "Accelerated Vesting Restricted Stock Unit") that was then outstanding but not then vested became immediately vested in full and (B) each Accelerated Vesting Restricted Stock Unit that was then outstanding was canceled and, in exchange therefor, the holder of such canceled Company Restricted Stock Unit became entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the Cash Amount and (y) one CVR. Pursuant to the actions of the of the Committee and in accordance with the terms of the Merger Agreement, at the Effective Time, 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 was then outstanding but not then vested or exercisable and that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, or within a specified time following, a sale of the Company became immediately vested and exercisable in full. In accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, each Company Stock Option that had an exercise price per share that is less than the Cash Amount (each, an "In-the-Money Option") 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 CVR for each Share underlying such In-the-Money Option.
