Pfizer closes Metsera deal; cash payout and CVR milestones set

Rhea-AI Filing Summary

Metsera (MTSR) completed its sale to Pfizer. At the Effective Time, each share of Metsera common stock was converted into the right to receive $65.60 in cash plus one non‑tradable contingent value right (CVR), subject to the merger terms.

The CVR pays cash only if milestones are achieved: $4.60 upon initiation of the first Phase 3 trial of the MET‑233i/MET‑097i fixed‑dose combo for chronic weight management by December 31, 2027; $9.65 upon FDA approval of that combination by December 31, 2031; and $6.40 upon FDA approval of injectable MET‑097i by December 31, 2029. CVRs carry no voting or dividend rights and are not listed or registered.

Trading of Metsera common stock ceased after market close on November 13, 2025, with delisting from Nasdaq via Form 25 and an intended Form 15 to suspend reporting. A change in control occurred as Metsera became a wholly owned Pfizer subsidiary. Directors and officers resigned per the merger agreement, with two Pfizer designees joining the board. At the special meeting, stockholders approved the merger (Votes For: 95,071,667; Against: 20,655; Abstained: 87,802), with 105,354,809 shares outstanding as of the October 24, 2025 record date.

Insights

Corporate actions and M&A analyst

Deal closed: Metsera holders get $65.60 cash plus CVR; shares delisted.

Pfizer completed its acquisition of Metsera, converting each share into $65.60 cash plus one CVR. The CVR is non‑tradable and pays only upon clearly defined R&D and regulatory milestones tied to MET‑233i and MET‑097i. Cash goes to former Metsera holders; Pfizer becomes the sole owner.

Milestones are binary and time‑bound: $4.60 for initiating the first Phase 3 by Dec 31, 2027, $9.65 for FDA approval of the combo by Dec 31, 2031, and $6.40 for FDA approval of MET‑097i by Dec 31, 2029. The filing notes development and FDA risks, so CVR payments are uncertain.

Operationally, MTSR will be delisted (Form 25) and intends to deregister (Form 15). Governance transitions include board and officer resignations per the merger agreement. Subsequent disclosures from the acquirer may outline clinical progress against the CVR milestones.

8-K Event Classification

9 items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01

9 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2025

METSERA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42489		92-0931552
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
3 World Trade Center 175 Greenwich Street
New York, New York				10007
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 784-6595

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		MTSR		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

On November 13, 2025, Pfizer Inc., a Delaware corporation (“Pfizer” or “Parent”), completed its previously announced acquisition of Metsera, Inc., a Delaware corporation (the “Company” or “Metsera”), through the merger of Mayfair Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pfizer (“Merger Sub”), with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Pfizer (the “Surviving Corporation”), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of September 21, 2025, by and among the Company, Merger Sub and Parent, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2025 (the “Merger Agreement”).

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each of the Company’s issued and outstanding shares of common stock, par value $0.00001 per share (the “Company Common Stock”), other than Company Common Stock owned by (i) the Company, any wholly owned subsidiary of the Company, Parent, Merger Sub or any other wholly owned subsidiary of Parent and (ii) stockholders of the Company who have validly exercised their statutory rights of appraisal under the Delaware General Corporation Law, as amended (the “DGCL”), was converted into the right to receive (A) $65.60 (the “Closing Amount”) in cash, without interest and subject to any required withholding of taxes, plus (B) one contractual contingent value right (a “CVR”) per share of Company Common Stock representing the right to receive contingent payments in cash, without interest, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of the Contingent Value Rights Agreement (as defined below) (clauses (A) and (B), collectively, the “Merger Consideration”).

At the Effective Time, the equity awards of the Company outstanding as of immediately prior to the Effective Time were generally subject to the following treatment:

• Each Company Stock Option (as defined in the Merger Agreement), whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time was canceled at the Effective Time and the holder thereof became entitled to receive, solely in full satisfaction of the rights of such holder with respect thereto, (i) a cash payment equal to (A) the excess, if any, of (1) the Closing Amount minus (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, and (ii) one CVR for each share of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time; provided that, in the case of a Company Stock Option that was unvested as of immediately prior to the Effective Time and that did not vest by its terms as a result of the occurrence of the Effective Time, the cash payment contemplated by clause (i) and all payments in respect of the CVRs contemplated by clause (ii) are subject to the same vesting schedule and terms (including double-trigger vesting protection) as were applicable to the corresponding Company Stock Option (except that, subject to the holder’s continued service with Parent or its subsidiaries through the first anniversary of the Closing (as defined in the Merger Agreement), all such payments will become vested upon the first anniversary of the Closing to the extent unvested and not previously forfeited); and provided, further, that any Company Stock Option that has an exercise price per share that is greater than or equal to the Closing Amount was canceled at the Effective Time for no consideration or payment;

• Each Company Restricted Stock Award (as defined in the Merger Agreement) that was outstanding immediately prior to the Effective Time became fully vested and the holder thereof became entitled to receive the Merger Consideration in respect of each share of Company Common Stock underlying such Company Restricted Stock Award; and

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• Each award in the form of restricted stock units with respect to Company Common Stock (“Company RSUs”) that was outstanding prior to the Effective Time was canceled and converted into the right of the holder thereof to receive (i) an amount in cash equal to (A) the Closing Amount, multiplied by (B) the total number of shares of Company Common Stock subject to such Company RSU (the “Fixed Cash Award”) and (ii) a number of CVRs equal to the number of shares of Company Common Stock underlying the Company RSU. The Fixed Cash Award and CVRs received in respect of the Company RSUs shall vest on the same schedule as the Company RSUs and shall be paid as soon as reasonably practicable following the vesting date and have full double-trigger change in control vesting protections.

The foregoing summary description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of (i) the Agreement and Plan of Merger, dated as of September 21, 2025, by and among the Company, Parent and Merger Sub, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 22, 2025 and (ii) the Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2025, which was filed as Exhibit 2.1 to the Current Report on 8-K filed by the Company with the SEC on November 10, 2025 and which are, in each case, incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, on November 13, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had closed and requested that Nasdaq (i) suspend trading of the Company Common Stock on Nasdaq, (ii) withdraw the Company Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 to delist the Company Common Stock from Nasdaq and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Stock ceases trading following the closing of the market on November 13, 2025 and the Company Common Stock will no longer be listed on Nasdaq.

Additionally, the Company intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the deregistration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act as promptly as practicable.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As of the Effective Time, the stockholders of the Company as of immediately prior to the Effective Time ceased to have any rights as stockholders of the Company other than the right to receive the Merger Consideration (in accordance with the terms of the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger in accordance with Section 251 of the DGCL on November 13, 2025, a change in control of the Company occurred. At the Effective Time, the Company became a wholly-owned subsidiary of Parent.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 is incorporated by reference into this Item 5.02.

In accordance with the terms of the Merger Agreement, each of Christopher Whitten Bernard, Paul L. Berns, Kristina Burow, Clive Meanwell, Joshua Pinto, and Jon P. Stonehouse resigned from his or her respective position as a member of the Company’s board of directors, including from any and all committees thereof, effective as of the Effective Time. The resignations described in the preceding sentence were tendered in connection with the Merger and not as a result of any disagreements between the Company and the resigning individuals on any matters related to the Company’s operations, policies or practices. At the Effective Time, Deborah Baron and Alison L.M. O’Neill, each a director of Merger Sub immediately prior to the Effective Time, became directors of the Company. In addition, all of the officers of the Company, including all Section 16 executive officers, ceased serving in their capacity as officers of the Company.

On November 12, 2025, the Company entered into amended letter agreements with each of its named executive officers, providing that, in the event that the applicable executive receives any payments or benefits that are subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, such executive will receive a payment that puts such executive or director in the same after-tax position as though such tax did not apply. The foregoing description of the letter agreement is qualified in its entirety by reference to the Form of Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the terms of the Merger Agreement, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held a special meeting of its stockholders on November 13, 2025 (the “Special Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on October 17, 2025 (the “Definitive Proxy Statement”), which was first mailed to the Company’s stockholders on or about October 24, 2025, and in the supplement to the Definitive Proxy Statement, filed with the SEC on November 10, 2025 (the “Proxy Supplement” and, together with the Definitive Proxy Statement, the “Proxy Statement”), relating to the Merger.

As of the close of business on October 24, 2025, the record date for the Special Meeting, there were 105,354,809 shares of the Company Common Stock issued and outstanding and entitled to vote at the Special Meeting. A total of 95,180,124 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum for the transaction of business at the Special Meeting. The proposal voted on was approved by the requisite vote of the Company’s stockholders according to the following tabulation of votes:

1. The Company’s stockholders approved the adoption of the Merger Agreement.

Votes For		Votes Against		Votes Abstained
95,071,667		20,655		87,802

In light of the approval of this proposal, the remaining proposal to adjourn the Special Meeting if necessary to solicit additional proxies was rendered moot and was not voted on at the Special Meeting.

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ITEM 8.01 Other Events.

Contingent Value Rights Agreement

At the Effective Time, pursuant to the Merger Agreement, Parent entered into a Contingent Value Rights Agreement between Parent and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”), in substantially the form attached to the Merger Agreement (the “CVR Agreement”). Parent issued CVRs entitling the holder to receive Milestone Payments (as defined in the CVR Agreement) contingent upon the achievement of the applicable Milestones (as defined in the CVR Agreement) during each Milestone Period (as defined in the CVR Agreement), to the record holders of (i) the outstanding Company Common Stock other than Company Common Stock canceled or converted pursuant to Section 2.01(b) of the Merger Agreement and Appraisal Shares (as defined in the Merger Agreement) (such Company Common Stock to receive CVRs, the “CVR Shares”), (ii) Company Stock Options which have an exercise price per Share that is less than the Closing Amount (the “Company Options”) and (iii) Company Restricted Stock Awards, in each case that are outstanding as of immediately prior to the Effective Time.

Each CVR represents a non-tradable contractual contingent right to receive (A) $4.60 per CVR in cash, without interest and less any applicable tax withholding, payable upon the occurrence of the initiation of the first Phase 3 Clinical Trial (as defined in the CVR Agreement) for the injectable fixed dose combination of MET-233i and MET-097i on a dosing basis of on or around every twenty eight (28) days (the “Combination Product”) for chronic weight management, on or prior to December 31, 2027; (B) $9.65 per CVR in cash, without interest and less any applicable tax withholding, payable upon the occurrence of the receipt from the U.S. Food and Drug Administration by Parent or any of its subsidiaries of approval of the Combination Product by the U.S. Food and Drug Administration for chronic weight management, on or prior to December 31, 2031; and (C) $6.40 per CVR in cash, without interest and less any applicable tax withholding, payable upon the occurrence of the receipt from the U.S. Food and Drug Administration by Parent or any of its subsidiaries in the United States of approval of the injectable MET-097i on a dosing basis of on or around every twenty eight (28) days for chronic weight management by the U.S. Food and Drug Administration, on or prior to December 31, 2029.

The CVRs are contractual rights only and not transferable except under certain limited circumstances, will not be certificated or evidenced by any instrument and will not be registered with the SEC or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, the Company or any of their affiliates.

Any potential payout of the CVR is subject to various risks and uncertainties related to the development of MET-233i and MET-097i and U.S. Food and Drug Administration clearances as more fully described in the Company’s periodic reports filed with the SEC.

There can be no assurance that the Milestones will be achieved prior to its expiration or termination of the CVR Agreement, or that payment will be required of Parent with respect to the Milestones.

The foregoing description of the CVR Agreement is qualified in all respects by reference to the full text of the form of the agreement, which is attached as Exhibit B to the Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2025, filed as Exhibit 2.1 to the Current Report on 8-K filed by the Company with the SEC on November 10, 2025, and incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of September 21, 2025, by and among Metsera, Inc., Mayfair Merger Sub, Inc. and Pfizer Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Metsera, Inc. with the SEC on September 22, 2025)
2.2*		Amendment No. 1 to Agreement and Plan of Merger, dated as of November 7, 2025, by and among Metsera, Inc., Mayfair Merger Sub, Inc. and Pfizer Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Metsera, Inc. with the SEC on November 10, 2025)
3.1**		Amended and Restated Certificate of Incorporation of Metsera, Inc.
3.2**		Amended and Restated Bylaws of Metsera, Inc.
10.1**†		Form of Letter Agreement, dated as of November 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to supplementally furnish to the SEC upon request any omitted schedule or similar attachment.

** Filed herewith.

† Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				METSERA, INC.
Dated: November 13, 2025				By:		/s/ Margaret M. Madden
						Name: Margaret M. Madden
						Title: Vice President

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FAQ

What do Metsera (MTSR) stockholders receive in the Pfizer acquisition?

Each share is entitled to $65.60 in cash plus one CVR, subject to the merger terms.

What are the CVR milestone payments and deadlines for MTSR holders?

Milestones: $4.60 for first Phase 3 start by Dec 31, 2027; $9.65 for FDA approval of the combo by Dec 31, 2031; $6.40 for FDA approval of MET‑097i by Dec 31, 2029.

Is the MTSR CVR tradable or listed?

No. The CVR is non‑tradable, not certificated, not registered with the SEC, and not listed for trading.

When did Metsera’s stock stop trading and what happens next?

Trading ceased after market close on November 13, 2025. Delisting will occur via Form 25, with an intended Form 15 to suspend reporting.

How did Metsera stockholders vote on the merger?

At the special meeting: 95,071,667 votes for, 20,655 against, 87,802 abstained. Record date shares outstanding were 105,354,809 on Oct 24, 2025.

Did Metsera experience a change in control?

Yes. Upon closing, Metsera became a wholly owned subsidiary of Pfizer and a change in control occurred.