[Form 4] Regulus Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Regulus Therapeutics Inc. (ticker RGLS) filed a Form 4 reporting that Senior Vice President & General Counsel Christopher Ray Aker disposed of all remaining equity interests on 25 June 2025, the day the company completed its merger with an indirect Novartis AG subsidiary (Redwood Merger Sub Inc.).

Key cash-and-CVR consideration: Each common share, performance stock unit (PSU) and in-the-money stock option was converted into (i) $7.00 in cash and (ii) one contingent value right (CVR) that may deliver an additional $7.00 per share upon achievement of a specified milestone. Out-of-the-money options (exercise price ≥ $7.00 < $14.00) were canceled and exchanged solely for CVRs, giving holders potential—but not guaranteed—future cash.

Securities disposed:

• 60,796 common shares tendered for cash + CVR.
• 83,125 PSUs canceled for cash + CVR (previously omitted from filings).
• Total of 1,471,000 stock options across 11 tranches canceled; options with strike < $7 receive cash + CVR, those with strike ≥ $7 < $14 receive only CVRs.

As a result, Aker reports zero shares or options beneficially owned post-transaction. The filing confirms legal completion of the merger and outlines how insiders’ equity was settled, providing investors final clarity on consideration mechanics and eliminating further insider ownership disclosures under Section 16.

Positive

• Merger completion confirmed – Form 4 indicates the cash tender closed on 25 Jun 2025, eliminating deal-completion risk.
• Clear consideration mechanics – Investors now know insiders received $7.00 cash plus a CVR per share/option, aligning with public terms.
• Regulatory compliance – Insider corrected prior omission of 83,125 PSUs, demonstrating transparent reporting.

Negative

• None.

Insights

M&A Specialist

TL;DR – Form 4 confirms Novartis cash-and-CVR buyout closed; insider’s equity fully cashed out, no residual ownership.

The disclosure is a procedural but important post-closing step. It verifies that the $7.00 per share tender plus CVR structure outlined in the 29 Apr 2025 merger agreement was executed on 25 Jun 2025. All insider equity—including ~1.47 million options—was canceled, eliminating any remaining stand-alone RGLS float. While the economics were set earlier, the filing removes any uncertainty about treatment of PSUs and options and ensures CVRs are properly allocated. For arbitrage and event-driven investors, it is a final confirmation that the transaction has closed on schedule, converting equity risk into CVR milestone risk.

Corporate Governance Expert

TL;DR – Filing is neutral-to-positive: fulfills Section 16 duties, shows clean exit, no governance red flags.

Aker’s Form 4 demonstrates compliance with insider reporting obligations after the merger. The correction for previously omitted 83,125 PSUs is transparently disclosed, reducing potential regulatory exposure. The zero post-close holdings underscore full integration into Novartis and suspension of further insider reporting. Governance risk is low as consideration terms mirror the proxy-disclosed merger agreement.

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

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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^*

Aker Christopher Ray

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP & General Counsel

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		U(1)(2)		60,796	D	(3)	83,125	D
Common Stock	06/25/2025		D(1)(2)		83,125	D	(4)	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	$9.5	06/25/2025		D(1)(2)			2,500	(6)	(6)	Common Stock	2,500	(6)	0	D
Stock Option	$9.5	06/25/2025		D(1)(2)			750	(6)	(6)	Common Stock	750	(6)	0	D
Stock Option	$6.4	06/25/2025		D(1)(2)			33,500	(5)	(5)	Common Stock	33,500	(5)	0	D
Stock Option	$13.1	06/25/2025		D(1)(2)			21,000	(6)	(6)	Common Stock	21,000	(6)	0	D
Stock Option	$2.6	06/25/2025		D(1)(2)			48,000	(5)	(5)	Common Stock	48,000	(5)	0	D
Stock Option	$13.1	06/25/2025		D(1)(2)			7,000	(6)	(6)	Common Stock	7,000	(6)	0	D
Stock Option	$1.48	06/25/2025		D(1)(2)			45,000	(5)	(5)	Common Stock	45,000	(5)	0	D
Stock Option	$1.36	06/25/2025		D(1)(2)			393,750	(5)	(5)	Common Stock	393,750	(5)	0	D
Stock Option	$1.3	06/25/2025		D(1)(2)			70,000	(5)	(5)	Common Stock	70,000	(5)	0	D
Stock Option	$2.01	06/25/2025		D(1)(2)			363,000	(5)	(5)	Common Stock	363,000	(5)	0	D
Stock Option	$1	06/25/2025		D(1)(2)			487,500	(5)	(5)	Common Stock	487,500	(5)	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, each Share was tendered in exchange for the Offer Price.

4. Pursuant to the terms of the Merger Agreement, 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 83,125 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.

5. 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.

6. Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option).

	/s/ Christopher Aker	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 for RGLS filed on 27 Jun 2025 disclose?

It showed SVP & General Counsel Christopher Aker disposed of all shares, PSUs and options on 25 Jun 2025 due to the Novartis merger.

How much cash did RGLS shareholders receive per share?

Each common share was exchanged for $7.00 in cash plus one contingent value right (CVR).

What happens to RGLS stock options after the merger?

In-the-money options received cash + a CVR; out-of-the-money options (strike ≥ $7 < $14) were canceled for a CVR only.

What is the value of the CVR mentioned in the RGLS merger?

Each CVR can pay an additional $7.00 in cash if the specified milestone in the CVR Agreement is achieved.

Does the insider still own any RGLS shares after the transaction?

No. The Form 4 lists 0 shares and options beneficially owned following the transactions.