MTSR insider filing details $65.60 cash and CVR merger terms
Rhea-AI Filing Summary
Metsera, Inc. (MTSR) filed a Form 4 detailing insider transactions tied to its merger with Pfizer. The filing states each share of common stock was converted into the right to receive $65.60 per share plus one contingent value right (CVR).
Chief Scientific Officer Brian Hubbard reported the disposal of 17,000 shares, with 0 shares owned afterward. Outstanding stock options were cancelled for cash equal to any in‑the‑money value plus CVRs, including options covering 319,186 shares at $0.26, 120,000 at $29.25, and 106,395 at $8.18. A grant of 17,000 RSUs on November 12, 2025 was converted to cash at the Closing Amount and CVRs. Unvested cash and CVR amounts vest on the first anniversary of the merger.
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Insights
Form 4 confirms merger consideration: $65.60 per share plus one CVR.
The filing documents how the Pfizer merger consideration flows through equity: common shares convert to $65.60 cash per share plus one CVR. Equity awards (stock options and RSUs) are cancelled or converted into cash based on in‑the‑money value and an equivalent number of CVRs.
Key details include cancellation of options covering 319,186 shares at $0.26, 120,000 at $29.25, and 106,395 at $8.18, and conversion of 17,000 RSUs. The filing states unvested cash and CVRs tied to awards vest on the first anniversary of the merger, contingent on continued service.
For trading history, the officer reported disposal of 17,000 common shares with 0 remaining directly owned after November 13, 2025. Actual financial impact depends on individual award terms and service conditions disclosed here.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Unit | 17,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 319,186 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 120,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 106,395 | $0.00 | -- |
| Disposition | Common Stock | 17,000 | $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. This option provided for vesting in four substantially equal annual installments from May 26, 2023. 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 November 28, 2024. 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.
