[Form 4] Metsera, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Metsera (MTSR) filed a Form 4 reflecting transactions tied to its merger with Pfizer. At closing, each share of Metsera common stock converted into the right to receive $65.60 in cash per share plus one contingent value right (CVR), per the merger terms.
The reporting person recorded an acquisition of 2,688 RSUs on November 12, 2025, which were then canceled and converted into cash at the Closing Amount and an equal number of CVRs. Outstanding stock options were canceled in exchange for cash equal to intrinsic value and one CVR per underlying share; unvested awards follow prior schedules with vesting on the first merger anniversary subject to continued service. Following these transactions, the Form 4 shows 0 shares of common stock beneficially owned.
Positive
- None.
Negative
- None.
Insights
Form 4 documents merger consideration and equity award treatment.
The filing records how Metsera equity converted at closing: each common share became the right to receive $65.60 in cash plus one CVR. This is standard for an all-cash deal with an added contingent instrument. The Form 4 aligns insider holdings to the closing mechanics.
RSUs (2,688 units) were canceled and converted into cash at the Closing Amount and CVRs on a one-for-one basis. Options were canceled for cash equal to intrinsic value (Closing Amount minus exercise price) and one CVR per underlying share; unvested pieces keep their schedules with vesting on the first anniversary, contingent on continued service.
For investors, this is administrative but confirms consideration terms and award handling. Actual outcomes for CVRs depend on milestone achievements disclosed elsewhere.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 2,688 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 16,125 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 148,953 | $0.00 | -- |
| Disposition | Common Stock | 2,688 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger dated September 21, 2025, as amended on November 7, 2025 (the "Merger Agreement"), by and among Metsera, Inc. (the "Company"), Pfizer Inc., a Delaware corporation ("Parent"), and Mayfair Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), the Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent (the "Merger"). At the Effective Time of the Merger (as defined in the Merger Agreement), each issued and outstanding share of common stock, par value $0.00001 per share of the Company (the "Common Stock") was converted automatically into the right to receive (i) cash in an amount equal to $65.60 per share without interest (the "Closing Amount"), net of all applicable withholding taxes, plus (ii) one contractual contingent value right representing the right to receive contingent payments (a "CVR") in cash, (Continued from footnote 1) without interest, upon the achievement of certain specified milestones, in accordance with the terms and conditions of the contingent value rights agreement entered into by the Parent and Equiniti Trust Company, LLC, dated November 13, 2025 (collectively, the "Merger Consideration"). Pursuant to the Merger Agreement, each outstanding and unexercised option immediately prior to the Effective Time, whether vested or unvested, was cancelled in exchange for the right to receive (x) an amount in cash equal to the product of (i) the excess, if any, of the Closing Amount minus the exercise price of such option, multiplied by (ii) the number of shares of Common Stock subject to such option immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) one CVR for each share of the Common Stock subject to such stock option immediately prior to the Effective Time. In the case of any unvested stock options, (Continued from footnote 3) the cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the stock options, except that all such payments will become vested upon the first anniversary of the closing of the Merger, subject to the holder's continued service with the Parent or its subsidiaries through the first anniversary of the Merger. On November 12, 2025, the Reporting Person was granted restricted stock units ("RSUs") under the Company's 2025 Incentive Award Plan in a transaction exempt under Rule 16b-3. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest in 36 substantially equal monthly installments from November 12, 2025. Pursuant to the Merger Agreement, all RSUs were cancelled and converted into the right to receive (x) an amount of cash equal to the Closing Amount multiplied by the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time, net of all applicable withholding taxes, and (y) a number of CVRs equal to the under of the shares of Common Stock underlying the RSU. The cash payment and the CVRs are not subject to vesting. This option provided for vesting in 12 substantially equal monthly installments from May 20, 2025. This option provided for vesting in 36 substantially equal monthly installments from September 27, 2024. Reflects securities held by Maple DE Holdings LLC (the "LLC"). The units of the LLC are held by a trust for which the Reporting Person exercises investment control and is a beneficiary.
