Repare (RPTX) CFO logs cancellations after $2.20-per-share buyout

Rhea-AI Filing Summary

Repare Therapeutics EVP and CFO Steve Forte reported the cancellation of his equity holdings following the company’s acquisition. On January 28, 2026, 56,786 common shares were disposed of, including shares from restricted stock units and the employee stock purchase plan, as part of an Arrangement Agreement.

Under this agreement, all issued and outstanding Repare common shares were acquired for $2.20 in cash per share plus one contingent value right (CVR). Several employee stock options to buy common shares, with various exercise prices and expirations, were also cancelled in exchange for $2.20 minus the option exercise price per underlying share plus one CVR per underlying share.

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^*

Forte Steve

(Last) (First) (Middle)

C/O REPARE THERAPEUTICS INC.

7171 FREDERICK-BANTING, BLDG 2, SUITE 27

(Street)

ST-LAURENT A8 H4S 1Z9

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Repare Therapeutics Inc. [ RPTX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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 Shares	01/28/2026		D		56,786(1)(2)	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
Employee Stock Option (right to buy)	$1.17	01/28/2026		D			200,000	(4)	03/03/2035	Common Shares	200,000	$0	0	D
Employee Stock Option (right to buy)	$1.17	01/28/2026		D			85,000	(4)	03/03/2035	Common Shares	85,000	$0	0	D
Employee Stock Option (right to buy)	$1.07	01/28/2026		D			500,000	(4)	04/01/2035	Common Shares	500,000	$0	0	D
Employee Stock Option (right to buy)	$1.88	01/28/2026		D			325,800	(4)	10/28/2029	Common Shares	325,800	$0	0	D

Explanation of Responses:

1. Includes 31,510 shares of common stock underlying restricted stock units that were cancelled pursuant to that certain Arrangement Agreement, dated November 14, 2025 (the "Arrangement Agreement"), by and between the Issuer and XenoTherapeutics, Inc. (the "Parent"), Xeno Acquisition Corp. (the "Purchaser"), and XOMA Royalty Corporation ("XRC"), in exchange for (i) $2.20 in cash per share, plus (ii) one non-transferable contingent value right ("CVR") per share.

2. Includes 2,000 shares acquired on August 15, 2025 under the Issuer's employee stock purchase plan.

3. Pursuant to the Arrangement Agreement, the Purchaser acquired all of the issued and outstanding common shares of the Issuer for (i) $2.20 in cash per share plus (ii) one CVR per share.

4. This option was cancelled pursuant to the Arrangement Agreement in exchange for (i) $2.20 less the applicable exercise price in respect of such option plus (ii) one CVR per share underlying such option.

	/s/ Steve Forte	01/28/2026
	** Signature of Reporting Person	Date
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