[Form 4] Regulus Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: On 06/25/2025 Preston Klassen, President, Head of R&D and Director of Regulus Therapeutics Inc. (RGLS), reported the disposition of all his equity holdings following the closing of the merger with Novartis AG.

Under the Agreement and Plan of Merger signed 04/29/2025, Novartis’ wholly-owned Redwood Merger Sub acquired every outstanding Regulus common share. Each share was converted into the right to receive (i) US$7.00 in cash and (ii) one contingent value right (CVR) that pays an additional US$7.00 in cash if a specified milestone is met.

The filing lists the cancellation and cash-plus-CVR conversion of 115,555 common shares and 1,898,000 in-the-money stock options with exercise prices between US$1.00 and US$2.01. Following these transactions, Klassen now reports zero beneficial ownership of Regulus equity.

The Form 4 therefore confirms: (1) the merger became effective on 06/25/2025; (2) insiders have exited their positions at the agreed consideration; and (3) Regulus is now a wholly-owned subsidiary of Novartis. No earnings data or ongoing share ownership remain for public investors, shifting future value to the privately held CVRs.

Positive

• Merger consummation confirmed: Insider filing verifies 06/25/2025 closing of Novartis acquisition at $7 cash plus one CVR per share.

Negative

• None.

Insights

M&A Specialist

TL;DR: Filing confirms merger close; insider equity converted to $7 cash + CVR—positive exit for shareholders.

The Form 4 is procedural but significant. It verifies that Novartis completed the cash tender offer and downstream merger on 06/25/2025, eliminating the public equity float. The $7.00 cash price represents the definitive payout; the attached CVR offers a separate, milestone-dependent upside of another $7.00. Insider positions, including nearly 1.9 million options, were cashed out and canceled—standard treatment that prevents option overhang for Novartis. For former RGLS shareholders this affirms receipt of consideration and shifts remaining exposure to CVR milestone risk. No adverse terms or post-closing adjustments are disclosed. Impact is positive but mostly confirms previously announced terms rather than introducing new valuation drivers.

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

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X

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Klassen Preston

(Last) (First) (Middle)

C/O REGULUS THERAPEUTICS INC.

4224 CAMPUS POINT CT., #210

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Regulus Therapeutics Inc. [ RGLS ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & Head of R & D

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		D(1)(2)		115,555	D	(3)	0	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
Stock Option	$1.46	06/25/2025		D(1)(2)			350,000	(4)	(4)	Common Stock	350,000	(4)	0	D
Stock Option	$1.36	06/25/2025		D(1)(2)			225,000	(4)	(4)	Common Stock	225,000	(4)	0	D
Stock Option	$1.3	06/25/2025		D(1)(2)			120,000	(4)	(4)	Common Stock	120,000	(4)	0	D
Stock Option	$2.01	06/25/2025		D(1)(2)			528,000	(4)	(4)	Common Stock	528,000	(4)	0	D
Stock Option	$1	06/25/2025		D(1)(2)			675,000	(4)	(4)	Common Stock	675,000	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share.

2. Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

3. Pursuant to the terms of the Merger Agreement, (i) each Share was converted into the right to receive the Offer Price and (ii) each performance stock unit ("PSU") was canceled and converted into the right to receive (A) an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such PSU immediately prior to the Effective Time by (y) the Closing Amount plus (B) one CVR with respect to each such Share subject to such PSU immediately prior to the Effective Time. The 67,500 PSUs reported herein were unintentionally omitted from previous Form 4 filings made by the Reporting Person following the achievement of the performance-based vesting conditions applicable thereto.

4. Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time.

	/s/ Christopher Aker, Attorney-in-Fact	06/27/2025
	** 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).
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FAQ

What did Regulus (RGLS) shareholders receive when the merger closed?

Each share was converted into US$7.00 in cash plus one contingent value right (CVR) that may pay an additional US$7.00.

How many shares did insider Preston Klassen dispose of?

Klassen disposed of 115,555 common shares and all outstanding options through the merger conversion.

What happens to Regulus stock options after the merger?

All in-the-money options (exercise price < US$7.00) were canceled and converted into cash equal to the intrinsic value plus a CVR per underlying share.

Does Preston Klassen still own Regulus securities?

No. After the merger consideration was paid, he reports 0 shares and options beneficially owned.

When did the Novartis–Regulus merger become effective?

The effective time of the merger was June 25, 2025, as disclosed in this Form 4.