Metsera SEC Filings

Metsera (MTSR) insider filing: Executive Chairman and Director reported transactions on 11/13/2025 tied to the closing of the Pfizer merger. Each Metsera common share was converted into the right to receive $65.60 in cash per share plus one contingent value right (CVR).

Outstanding stock options were cancelled for cash based on the excess of $65.60 over the exercise price, plus CVRs per underlying share. Reported option positions included 32,250 options at $29.25 (expiring 05/19/2035) and 297,907 options at $8.18 (expiring 11/11/2034). Previously granted 5,375 RSUs were cancelled for cash at $65.60 per unit plus CVRs.

Metsera (MTSR) filed a Form 4 reporting transactions tied to its merger with Pfizer. At closing, each Metsera common share was converted into the right to receive $65.60 in cash plus one contingent value right (CVR). Outstanding stock options were canceled for a cash amount based on the in‑the‑money value using the $65.60 price, plus one CVR per underlying share. RSUs were canceled for cash at $65.60 per unit and an equal number of CVRs. Unvested option and RSU payouts continue on their original schedules and become fully vested on the first anniversary of the merger, subject to continued service. Following the transactions, 12,767,462 shares are shown as indirectly beneficially owned through Population Health Partners entities.

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.

Metsera, Inc. (MTSR) reported a Form 4 showing a bona fide gift of 860,722 shares of common stock on 11/10/2025 at a reported price of $0 (Transaction Code G). After this disposition, the reporting person beneficially owned 2,230,450 shares indirectly.

The filing also lists 3,010 shares held indirectly through F-Prime Inc. The reporting person is identified as a Director and Officer.

Metsera, Inc. filed an 8-K announcing it entered into Amendment No. 1 to its Agreement and Plan of Merger with Pfizer Inc. and Mayfair Merger Sub, under which Merger Sub will merge with Metsera and Metsera will survive as a wholly owned subsidiary of Pfizer. The filing states the amendment modifies certain terms relative to the original September 21, 2025 agreement and directs readers to Exhibit 2.1 for full details.

The company also issued a press release on November 7, 2025 (Exhibit 99.1). The filing notes that completion of the proposed acquisition remains subject to customary conditions, including a stockholder vote, and includes forward‑looking statements outlining closing contingencies and related risks.

Metsera, Inc. (MTSR) filed an 8-K noting it issued a statement responding to a court ruling in litigation filed by Pfizer. The company furnished a related press release as Exhibit 99.1 dated November 5, 2025.

The disclosure reiterates forward-looking considerations tied to Pfizer’s proposed acquisition of Metsera, including risks around litigation, regulatory approvals, the required stockholder vote, and the possibility the transaction may not close. It also notes potential effects on an unsolicited proposal from Novo Nordisk A/S, as well as the possibility of competing offers. The filing emphasizes customary uncertainties related to clinical development, regulatory review, and integration if a transaction were completed.

Metsera directs investors to its definitive proxy statement and other SEC filings for details about the proposed transaction.

Metsera, Inc. (MTSR): Insider ownership reallocation and small sale reported. A reporting person and affiliated entities recorded multiple “J” code transactions on 11/03/2025, which the filing explains were distributions without payment of consideration. These moved shares among related entities and did not reflect purchase or sale prices.

The filing also shows a small open-market sale: 193 shares at $61.2281 by Impresa Fund IV LLC. Following the transactions, indirect beneficial holdings include 3,091,172 shares “held by persons and entities whose shares are subject to reporting by the undersigned,” 47,843 shares held by F‑Prime Capital Partners Life Sciences Advisors Fund VIII LP, and 3,010 shares held by F‑Prime Inc.

Metsera, Inc. (MTSR) reported that its Board determined a revised unsolicited acquisition proposal from Novo Nordisk constitutes a “Superior Company Proposal” under its existing merger agreement with Pfizer. The Novo Nordisk proposal expires at 10:00 a.m. Eastern Time on November 6, 2025. The company also received a revised proposal from Pfizer on November 3, 2025 to amend their merger agreement.

Metsera noted that Pfizer previously proposed on October 29, 2025 to increase the closing amount from $47.50 to $50.50 per share and add a term substantially similar to a provision referenced in the filing. Despite deeming Novo Nordisk’s revised bid superior under the contract definition, the Board reaffirmed its recommendation that stockholders approve the Pfizer merger on the agreed terms, and no shareholder action is required now.

Metsera also outlined expected U.S. tax treatment for a contemplated dividend, indicating it expects treatment first as a return of capital up to shareholder basis, then as capital gain, with non‑U.S. holders subject to 30% withholding pending final 2025 earnings and profits analysis.

Metsera, Inc. (MTSR) filed an 8‑K announcing it issued a statement in response to litigation filed by Pfizer. The statement is furnished as Exhibit 99.1. The filing’s forward‑looking section discusses Pfizer’s proposed acquisition of Metsera and notes risks tied to the litigation, including expenses, potential damages or other losses, and possible effects on Metsera’s business and stock price.

The disclosure also highlights conditions to closing the proposed acquisition, such as obtaining necessary regulatory approvals and the requisite stockholder vote, and acknowledges the possibility of competing offers, referencing Novo Nordisk A/S’s unsolicited proposal. Metsera has filed preliminary and definitive proxy statements related to the transaction, and the definitive proxy has been mailed to stockholders. Additional documents are available on the SEC’s website and Metsera’s site.