Repare Therapeutics (RPTX) director’s 4,000-share stake cashed out in XenoTherapeutics deal

Rhea-AI Filing Summary

Repare Therapeutics director Ann D. Rhoads reported the disposition of 4,000 common shares in connection with the company’s acquisition. On January 28, 2026, all of her shares were exchanged under an Arrangement Agreement with XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation.

Each Repare share was converted into $2.20 in cash plus one non‑transferable contingent value right (CVR), and Rhoads now reports owning zero Repare common shares following the transaction.

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M&A and equity compensation analyst

Director’s Form 4 confirms cash-and-CVR buyout of all Repare shares.

This Form 4 shows Ann D. Rhoads, a director of Repare Therapeutics, disposing of 4,000 common shares as part of a completed acquisition. Under the November 14, 2025 Arrangement Agreement, an affiliate of XenoTherapeutics acquired all issued and outstanding Repare shares.

Holders received $2.20 in cash per share plus one non-transferable contingent value right per share. Rhoads now reports beneficial ownership of zero shares, consistent with Repare being fully acquired. The filing primarily documents deal consideration mechanics rather than any discretionary insider trading.

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^*

RHOADS ANN D

(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)

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

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		4,000(1)	D	(2)	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

Explanation of Responses:

1. 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. 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.

	/s/ Steve Forte, Attorney-in-Fact	01/28/2026
	** 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 did Ann D. Rhoads report in this Form 4 for Repare Therapeutics (RPTX)?

Ann D. Rhoads reported the disposition of 4,000 Repare Therapeutics common shares on January 28, 2026. The shares were exchanged in an acquisition transaction, and she now reports zero shares beneficially owned following completion of the deal.

What were Repare Therapeutics (RPTX) shareholders paid in the XenoTherapeutics acquisition?

Under the Arrangement Agreement, each Repare Therapeutics common share was exchanged for $2.20 in cash plus one non-transferable contingent value right (CVR) per share. This consideration applied to all issued and outstanding Repare common shares.

Does Ann D. Rhoads still own Repare Therapeutics (RPTX) shares after this transaction?

No. After the January 28, 2026 transaction, Ann D. Rhoads reports 0 Repare common shares beneficially owned. Her previously held 4,000 shares were exchanged for $2.20 in cash plus one CVR per share under the acquisition terms.

What agreement governed the sale of Repare Therapeutics (RPTX) shares to XenoTherapeutics?

The transaction was governed by an Arrangement Agreement dated November 14, 2025 among Repare Therapeutics, XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation. It provided cash plus CVR consideration for all issued and outstanding Repare shares.

Is this Form 4 for Repare Therapeutics (RPTX) a routine insider trade or part of a merger?

This Form 4 reflects merger consideration, not an open-market trade. Ann D. Rhoads’ 4,000 shares were exchanged when an affiliate of XenoTherapeutics acquired all Repare common shares for $2.20 in cash plus one CVR per share.