ITOS Form 4: CSO's RSUs and Options Settled in Concentra Merger for Cash and CVRs
Rhea-AI Filing Summary
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.
Positive
- Immediate cash consideration of $10.047 per share for canceled RSUs and in‑the‑money options provided liquidity to the reporting person
- Contractual CVRs issued preserve potential upside tied to contingent future events despite cancellation of equity awards
- Accelerated vesting ensured awards became vested and exercisable at the merger effective time without action by holders
Negative
- Cancellations of stock options eliminated future upside potential tied to company shares after the merger
- Reporting person's remaining direct ownership is shown as zero following the reported transactions
Insights
TL;DR: Insider holdings were converted to cash and CVRs under merger terms; accelerated vesting and cancellations occurred automatically at closing.
The Form 4 documents a routine, merger-driven conversion of equity awards for a named executive officer. The Compensation and Leadership Development Committee applied contractual acceleration provisions, resulting in cancellation of vested restricted stock units and in‑the‑money options in exchange for a fixed cash payment of $10.047 per share and contingent value rights. This preserves contractual treatment of change-in-control protections and provides immediate liquidity to the reporting person while removing future equity exposure.
TL;DR: The reporting person received merger consideration (cash + CVRs) for equity awards; the exchange follows standard tender-offer/merger mechanics.
The disclosures reference a Merger Agreement dated July 18, 2025 and describe a tender offer followed by a merger. Outstanding time‑based awards subject to acceleration were vested and then canceled, with in‑the‑money options settled for the cash spread relative to the $10.047 per‑share cash amount plus CVRs. This is consistent with common deal consideration structures that monetize upside at closing while allocating any post‑closing contingent value via CVRs.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 91,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 69,069 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 16,054 | $0.00 | -- |
| U | Common Stock | 46,300 | $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"). The amount reported in Column 4 includes 46,300 restricted stock units of the Company ("Company Restricted Stock Units," and each such restricted stock unit, a "Company Restricted Stock Unit"). (Continued from footnote 1) 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 of the Merger (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, or within a specified time following, a sale of the Company (each such Company Restricted Stock Unit, an "Accelerated Vesting Restricted Stock Unit") (Continued from footnote 2) 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 $10.047 in cash per share (the "Cash Amount") and (y) one non-transferable contractual contingent value right per share (each, a "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.
