Pfizer completes $7.0B Metsera deal; $65.60 cash + $20.65 CVR

Rhea-AI Filing Summary

Pfizer Inc. completed its acquisition of Metsera, Inc. The deal converted each Metsera share into $65.60 in cash at closing, representing an enterprise value of approximately $7.0 billion, plus a non-transferable contingent value right (CVR) worth up to $20.65 per share upon achieving specified milestones.

The CVR includes three potential cash payments tied to Metsera’s GLP‑1 programs:

• $4.60 per share upon initiation of the Phase 3 clinical trial of the MET-097i (GLP-1 receptor antagonist) + MET-233i (amylin analog) combination.
• $6.40 per share upon FDA approval of monthly MET-097i monotherapy.
• $9.65 per share upon FDA approval of monthly MET-097i + MET-233i combination.

Insights

Pharma M&A analyst

Pfizer closed a ~$7.0B cash deal with CVR milestones.

Pfizer closed the Metsera purchase with cash consideration of $65.60 per share, implying approximately $7.0 billion enterprise value. In addition, holders receive a non-transferable CVR of up to $20.65 per share tied to clinical and regulatory milestones.

The CVR distributes risk across three events: initiation of a Phase 3 trial for the MET‑097i+MET‑233i combination ($4.60), FDA approval of monthly MET‑097i monotherapy ($6.40), and FDA approval of the monthly combination ($9.65). Payouts occur only if each event is achieved.

Financial impact depends on milestone outcomes and timing, which are not specified in the excerpt. The structure aligns cash paid upfront with contingent payments linked to development progress and approvals.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Pfizer (PFE) announce?

Pfizer completed the acquisition of Metsera, Inc., paying $65.60 per share in cash at closing and issuing a non-transferable CVR of up to $20.65 per share.

What is the total deal value for the Metsera acquisition by PFE?

The cash consideration represents an enterprise value of approximately $7.0 billion.

How much can Metsera shareholders receive from the CVR?

Up to $20.65 per share in cash, contingent on three milestones tied to clinical initiation and FDA approvals.

What are the CVR milestones in the Pfizer–Metsera deal?

Payments include $4.60 for Phase 3 start of MET-097i+MET-233i, $6.40 for FDA approval of monthly MET-097i monotherapy, and $9.65 for FDA approval of monthly MET-097i+MET-233i.

Are the CVRs in the PFE–Metsera transaction transferable?

No. The CVRs are non-transferable.

Which programs are referenced in the milestones?

Metsera’s MET-097i (GLP‑1 receptor antagonist) and MET-233i (amylin analog), including a monthly monotherapy and a monthly combination regimen.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/13/2025 - 03:33 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 13, 2025

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware			1-3619			13-5315170
(State or other			(Commission File			(I.R.S. Employer
jurisdiction of			Number)			Identification No.)
incorporation)

66 Hudson Boulevard East						10001-2192
New York,			New York			(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(212) 733-2323

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.05 par value

PFE

New York Stock Exchange

1.000% Notes due 2027

PFE/27

New York Stock Exchange

2.875% Notes due 2029

PFE/29

New York Stock Exchange

3.250% Notes due 2032

PFE/32

New York Stock Exchange

3.875% Notes due 2037

PFE/37A

New York Stock Exchange

4.250% Notes due 2045

PFE/45

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 8.01 Results of Other Events

On November 13, 2025, Pfizer Inc. (“Pfizer” or the “Company”) completed the previously announced acquisition of Metsera, Inc., a Delaware corporation (“Metsera”), pursuant to the Agreement and Plan of Merger, dated as of September 21, 2025, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 7, 2025, by and among the Company, Metsera and Mayfair Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, each issued and outstanding share of Metsera common stock (other than certain shares set forth in the Merger Agreement) was converted into the right to receive $65.60 in cash at closing, representing an enterprise value of approximately $7.0 billion, and one non-transferable contingent value right entitling holders to potential additional payments of up to $20.65 per share in cash tied to the achievement of three specific milestones: (i) $4.60 per share payable upon the initiation of the Phase 3 clinical trial start of Metsera’s injectable GLP-1 receptor antagonist MET-097i+ amylin analog MET-233i combination; (ii) $6.40 per share payable upon U.S. Food and Drug Administration (“FDA”) approval of Metsera’s monthly MET-097i monotherapy; and (iii) $9.65 per share payable upon FDA approval of Metsera’s monthly MET-097i+MET-233i combination.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PFIZER INC.
Dated: November 13, 2025			By:			/s/ Margaret M. Madden
						Margaret M. Madden
						Senior Vice President and Corporate Secretary
						Chief Governance Counsel