[Form 4] Richardson Electronics Ltd Insider Trading Activity

Rhea-AI Filing Summary

Elevation Oncology (ELEV) filed Amendment No. 1 to its Schedule 14D-9 to report the final results and closing of the previously announced tender offer by Concentra Biosciences’ subsidiary, Concentra Merger Sub VI.

• Consideration: $0.36 cash + one non-transferable contingent value right (CVR) per share.
• Expiration: 11:59 p.m. ET on 22 Jul 2025; 39,773,172 shares tendered, representing 67.09 % of outstanding shares.
• Conditions: Minimum tender and all other conditions were satisfied or waived; Purchaser has irrevocably accepted all validly tendered shares and will promptly pay the offer price.
• Merger completion: Having surpassed the Section 251(h) threshold, Purchaser consummated the merger on 23 Jul 2025 without a shareholder vote.
• Each remaining share (subject to limited treasury, appraisal and parent-owned exceptions) was cancelled and converted into the right to receive the same cash-plus-CVR consideration, less any withholding taxes.
• Delisting: Trading in ELEV shares ceased prior to the Nasdaq open on 23 Jul 2025; the shares will be delisted and deregistered under the Exchange Act.

The amendment contains no other material changes beyond the confirmation of offer results and merger closing.

Positive

• Tender offer closed successfully, removing execution risk and ensuring cash distribution to shareholders.
• All conditions satisfied; shareholders to receive $0.36 per share plus a CVR promptly.

Negative

• Nasdaq delisting and deregistration eliminate public trading liquidity and ongoing disclosure.
• CVR is non-transferable, limiting flexibility for investors seeking to monetize contingent value.

Insights

M&A Specialist

TL;DR: Offer met 67.09 % threshold, merger closed under 251(h); cash-plus-CVR payout forthcoming, ELEV exits public markets.

The filing confirms a textbook two-step tender followed by a short-form merger. Surpassing the minimum tender condition allowed Concentra to close without a shareholder vote, compressing execution risk and timeline. Immediate payment of $0.36 per share plus a CVR offers liquidity while retaining upside potential tied to future milestones. Regulatory and other closing conditions are now cleared, eliminating deal uncertainty. With delisting effective 23 Jul 2025, Elevation Oncology becomes a wholly owned subsidiary, streamlining post-merger integration.

Portfolio Manager

TL;DR: Transaction finalized; holders receive fixed cash and contingent value, but stock liquidity ends with Nasdaq delisting.

For investors, the key takeaway is the certainty of cash proceeds versus forfeiture of future public-market upside. The CVR adds a speculative component, yet it is non-transferable, limiting flexibility. Delisting and deregistration terminate ongoing disclosure, reducing transparency for residual CVR holders. Overall, the development is neutral to slightly positive: payout certainty offsets the loss of an investable security.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PLANTE PAUL J

(Last) (First) (Middle)

40W267 KESLINGER ROAD PO BOX 393

(Street)

LAFOX IL 60147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RICHARDSON ELECTRONICS, LTD. [ RELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/21/2025		A		5,139(1)	A	$0	18,168	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a restricted stock award under the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan, which shall vest immediately on the grant date.

	/s/ Robert J. Ben attorney-in-fact for Paul J. Plante	07/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What is Elevation Oncology (ELEV) shareholders' consideration in the merger?

Holders receive $0.36 in cash plus one non-transferable CVR for each common share.

How many ELEV shares were tendered and what percentage of outstanding shares does that represent?

39,773,172 shares were tendered, equal to 67.09 % of shares outstanding.

When did the tender offer expire and when was the merger completed?

The offer expired 22 Jul 2025; the Section 251(h) merger closed on 23 Jul 2025.

Will Elevation Oncology remain listed on Nasdaq after the merger?

No. Trading ceased before the 23 Jul 2025 open, and the shares will be delisted and deregistered.

When will shareholders receive payment for tendered Elevation Oncology shares?

Purchaser expects to promptly pay the cash-plus-CVR consideration for all validly tendered shares.