Welcome to our dedicated page for Metsera SEC filings (Ticker: MTSR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Metsera, Inc. (MTSR) SEC filings page provides access to the company’s regulatory history as a former Nasdaq-listed biotechnology issuer and documents its transition into a wholly owned subsidiary of Pfizer Inc. Metsera’s filings include multiple Forms 8-K detailing material events such as the signing and later amendment of the Agreement and Plan of Merger with Pfizer, the terms of unsolicited proposals from Novo Nordisk A/S, and the announcement of positive Phase 2b data for MET-097i, a fully biased, ultra-long acting GLP-1 receptor agonist with potential for monthly dosing in obesity.
Key filings for MTSR users include the September 21, 2025 and November 7, 2025 Forms 8-K describing the original and amended Pfizer merger agreements, including cash consideration and non-transferable contingent value rights (CVRs) tied to clinical and regulatory milestones for MET-097i and the MET-233i/MET-097i combination product. The November 13, 2025 Form 8-K reports completion of the merger, conversion of Metsera shares into cash plus CVRs, the resulting change in control, and the steps taken to delist MTSR from the Nasdaq Global Select Market and to deregister the common stock.
Additional 8-Ks capture Metsera’s responses to litigation initiated by Pfizer, the Board’s determinations that certain Novo Nordisk proposals constituted “Superior Company Proposals,” and detailed descriptions of proposed transaction structures, interim funding, non-voting convertible preferred stock, and alternative CVR terms. Other filings, such as the September 29, 2025 Form 8-K, furnish clinical data summaries for the VESPER-1 and VESPER-3 trials of MET-097i and outline the broader pipeline, including MET-233/097, MET-034/097, MET-097o, and MET-815.
On Stock Titan, these filings can be paired with AI-powered summaries that explain complex merger provisions, CVR mechanics, and clinical trial disclosures in plain language. Users can quickly see how each filing affected Metsera’s corporate status, from the initial merger announcement through shareholder approval, closing, and delisting. While MTSR no longer trades, its SEC filings remain a valuable resource for understanding the company’s development programs, transaction terms, and the regulatory steps associated with its acquisition by Pfizer.
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.
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.
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
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
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