RGLS Insider Equity Canceled for Cash & CVRs After Novartis Deal

Rhea-AI Filing Summary

Regulus Therapeutics Inc. (RGLS) – Form 4 insider transaction report

Chief Financial Officer Crispina Calsada disclosed the disposition of all 140,228 directly-held common shares and the cancellation of 1,628,500 stock options as of 25 June 2025. The transactions were executed automatically under the April 29 2025 Agreement and Plan of Merger among Regulus, Redwood Merger Sub Inc. and Novartis AG.

• At the merger’s effective time, each Regulus share was converted into the right to receive $7.00 cash plus one contingent value right (CVR).
• In-the-money options (exercise price < $7.00) were converted into cash equal to ($7.00 – strike price) × number of shares plus one CVR per underlying share.
• Out-of-the-money options (strike ≥ $7.00 < $14.00) were canceled for CVRs only, which may pay cash if a defined milestone is achieved.

Following these conversions, the reporting person reports zero remaining direct or indirect ownership in Regulus equity securities. The filing finalises insider equity treatment resulting from the completion of Novartis’ tender offer and subsequent merger, after which Regulus became a wholly owned subsidiary of Novartis.

Positive

• Shareholders receive $7.00 cash per share plus one CVR, providing immediate liquidity and potential future upside.
• In-the-money options converted to cash, indicating insiders realise value rather than options expiring unexercised.

Negative

• All public equity canceled, ending Regulus’ status as an independent publicly traded entity.
• Out-of-the-money options only receive CVRs, offering uncertain future value dependent on milestone achievement.

Insights

M&A Specialist

TL;DR – Insider equity fully cashed-out or swapped for CVRs under completed $7.00-per-share Novartis takeover.

The Form 4 confirms mechanical settlement of insider equity at closing. All common shares and 1.63 million options held by the CFO were canceled in exchange for cash and/or CVRs according to the merger agreement. No elective sales occurred; treatment was mandatory for all holders. Investors gain clarity on insider compensation structure and on the final equity count, signalling that Regulus’ public float has effectively been eliminated. The CVR structure ties potential future payments to milestone achievement, keeping a residual upside for former shareholders. The disclosure is primarily confirmatory and carries limited incremental valuation impact beyond what was already embedded in merger terms.

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^*

CALSADA CRISPINA

(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)
	Chief Financial Officer

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)		140,228	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	$6.2	06/25/2025		D(1)(2)			10,000	(4)	(4)	Common Stock	10,000	(4)	0	D
Stock Option	$6.4	06/25/2025		D(1)(2)			21,000	(4)	(4)	Common Stock	21,000	(4)	0	D
Stock Option	$13.1	06/25/2025		D(1)(2)			15,000	(5)	(5)	Common Stock	15,000	(5)	0	D
Stock Option	$2.6	06/25/2025		D(1)(2)			48,000	(4)	(4)	Common Stock	48,000	(4)	0	D
Stock Option	$13.1	06/25/2025		D(1)(2)			5,000	(5)	(5)	Common Stock	5,000	(5)	0	D
Stock Option	$1.48	06/25/2025		D(1)(2)			45,000	(4)	(4)	Common Stock	45,000	(4)	0	D
Stock Option	$1.36	06/25/2025		D(1)(2)			375,000	(4)	(4)	Common Stock	375,000	(4)	0	D
Stock Option	$1.3	06/25/2025		D(1)(2)			85,000	(4)	(4)	Common Stock	85,000	(4)	0	D
Stock Option	$2.01	06/25/2025		D(1)(2)			462,000	(4)	(4)	Common Stock	462,000	(4)	0	D
Stock Option	$1	06/25/2025		D(1)(2)			562,500	(4)	(4)	Common Stock	562,500	(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 83,500 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.

5. 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, Attorney-in-Fact	06/27/2025
	** Signature of Reporting Person	Date
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FAQ

What did Regulus (RGLS) shareholders receive in the Novartis merger?

$7.00 in cash per share plus one contingent value right (CVR) for each common share.

How many Regulus shares did CFO Crispina Calsada dispose of?

She reported the disposition of 140,228 common shares.

What happened to the Regulus stock options held by the CFO?

1,628,500 options were canceled and converted to cash and/or CVRs under the merger terms.

When did the merger become effective?

The effective time was June 25 2025.

What is the potential value of each CVR?

Each CVR could pay $7.00 in cash upon achievement of a specified milestone; if unmet, no payment is made.

Is the CFO still a Regulus shareholder after the merger?

No. The filing shows zero remaining beneficial ownership following the transactions.