MTSR insider reports equity conversion to $65.60 cash and CVR
Rhea-AI Filing Summary
Metsera (MTSR) CFO filed a Form 4 detailing equity conversion and cancellation tied to the Pfizer merger. At closing, each Metsera common share was converted into the right to receive $65.60 in cash per share plus one contingent value right (CVR), as described in the merger terms.
The filing shows disposition of 21,250 shares of common stock, leaving 0 shares beneficially owned after the transaction. It also records the award and conversion of 21,250 RSUs, which became the right to receive cash based on $65.60 per underlying share and an equal number of CVRs, subject to the original vesting schedule. All stock options were canceled in exchange for cash equal to any in-the-money value plus one CVR per underlying share, including grants for 150,000 options at $29.25, 255,349 at $4.33, and 340,465 at $8.18, each with 0 remaining after the merger mechanics.
Positive
- None.
Negative
- None.
Insights
Form 4 reflects merger consideration mechanics for insider equity.
The filing documents how Metsera equity converted at closing: each common share into $65.60 cash plus one CVR, with all RSUs and options canceled and replaced by cash and CVRs per underlying shares. This is standard treatment where vested and unvested awards follow defined merger terms.
For options, cash equals any intrinsic value ($65.60 minus exercise price) times shares, plus a CVR per share; RSUs receive cash at $65.60 per unit plus a CVR per unit. Some unvested awards keep vesting terms with a vesting acceleration on the first anniversary of closing, conditioned on continued service.
Impact is administrative for public holders: insider holdings go to zero post-closing, and future value, if any, depends on CVR milestone outcomes disclosed by the acquirer. No ongoing ownership by the reporting person is shown after these conversions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 21,250 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 150,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 255,349 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 340,465 | $0.00 | -- |
| Disposition | Common Stock | 21,250 | $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 (Continued from footnote 1) (ii) one contractual contingent value right representing the right to receive contingent payments (a "CVR") in cash, 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, the cash payment and the CVRs are subject to the same vesting schedule terms as were applicable to the stock options, (Continued from footnote 3) 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 subject to the same vesting schedule terms as were applicable to the RSUs. This option provided for vesting in 48 substantially equal monthly installments from May 20, 2025. This option provided for vesting in 48 substantially equal monthly installments from September 27, 2024. This option provided for vesting in 48 substantially equal monthly installments from October 28, 2024.
