Repare Therapeutics (RPTX) exec equity paid $2.20 per share plus CVR

Rhea-AI Filing Summary

Repare Therapeutics SVP, Finance and CAO, Sandra Isabelle Barros Alves reported the cancellation of 31,622 common shares and two employee stock option grants on January 28, 2026 in connection with an Arrangement Agreement with XenoTherapeutics.

The common shares, including 18,800 underlying restricted stock units, and the options were exchanged for $2.20 in cash per share plus one non-transferable contingent value right (CVR) per share, with options receiving $2.20 less the applicable exercise price plus one CVR per underlying share. After these transactions, she reported holding zero common shares and zero derivative securities.

Pursuant to the Arrangement Agreement, Xeno Acquisition Corp. acquired all issued and outstanding Repare common shares on the same cash-and-CVR terms.

Insights

Equity compensation and M&A specialist

Executive equity awards were cashed out in a cash-and-CVR acquisition of Repare Therapeutics.

This Form 4 shows Sandra Isabelle Barros Alves, an executive of Repare Therapeutics, having her common shares and stock options canceled as part of an Arrangement Agreement with XenoTherapeutics. All equity converted into a mix of cash and contingent value rights rather than rolling into new awards.

Each common share, including those from restricted stock units, received $2.20 plus one CVR. Each option received $2.20 minus its exercise price plus one CVR per underlying share. She reported zero remaining common shares and options afterward, indicating her prior equity stake was fully settled in the transaction.

The footnotes state that Xeno Acquisition Corp. acquired all issued and outstanding Repare common shares for this same consideration, aligning insider treatment with that of other shareholders. Future disclosures in company filings may specify how the CVRs pay out based on agreed milestones or conditions.

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^*

Alves Sandra Isabelle Barros

(Last) (First) (Middle)

C/O REPARE THERAPEUTICS INC.

7171 FREDERICK BANTING, BLD. 2, STE. 270

(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)
	SVP, Finance and CAO

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		31,622(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
Employee Stock Option (right to buy)	$1.17	01/28/2026		D			26,000	(3)	03/03/2035	Common Shares	26,000	$0	0	D
Employee Stock Option (right to buy)	$1.07	01/28/2026		D			24,500	(3)	04/01/2035	Common Shares	24,500	$0	0	D

Explanation of Responses:

1. Includes 18,800 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. 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.

3. 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, Attorney-in-Fact	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What did Repare Therapeutics (RPTX) executive Sandra Isabelle Barros Alves report on this Form 4?

The Form 4 reports cancellation of her Repare equity in a cash-and-CVR deal. It shows 31,622 common shares and two employee stock option grants canceled under an Arrangement Agreement, with all positions reduced to zero beneficial ownership after receiving cash and contingent value rights.

What consideration did Repare Therapeutics (RPTX) shareholders receive under the Arrangement Agreement?

Each Repare common share received $2.20 in cash plus one contingent value right. Footnotes state Xeno Acquisition Corp. acquired all issued and outstanding common shares for $2.20 per share and one non-transferable CVR per share as the agreed acquisition consideration.

How were Repare Therapeutics (RPTX) restricted stock units treated in this insider transaction?

Restricted stock units were canceled for the same cash-and-CVR terms as common shares. The 31,622 reported common shares include 18,800 shares underlying restricted stock units, which were canceled in exchange for $2.20 in cash per share plus one contingent value right per share.

How were Repare Therapeutics (RPTX) employee stock options treated in the acquisition?

The executive’s stock options were canceled for cash plus contingent value rights. Each option was canceled in exchange for $2.20 minus its exercise price in cash per underlying share, plus one CVR per underlying share, leaving zero derivative securities reported afterward.

Did the Repare Therapeutics (RPTX) executive retain any shares or options after this Form 4 transaction?

No, the executive reported zero shares and options after the transaction. The Form 4 shows 31,622 common shares and two employee stock option positions canceled under the Arrangement Agreement, with beneficial ownership of both non-derivative and derivative securities reduced to zero.

Who acquired Repare Therapeutics (RPTX) under the Arrangement Agreement mentioned in the Form 4?

Xeno Acquisition Corp. acquired all issued and outstanding Repare common shares. According to the footnotes, the purchaser, affiliated with XenoTherapeutics and XOMA Royalty Corporation, bought all Repare common shares for $2.20 in cash per share plus one contingent value right.