Repare Therapeutics (RPTX) director exits in $2.20 cash-and-CVR deal

Rhea-AI Filing Summary

Repare Therapeutics director Carol Schafer has exited her position in the company through a cash-and-rights buyout. On January 28, 2026, she disposed of 8,000 common shares and had 37,941 stock options cancelled under an Arrangement Agreement involving XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation.

Each common share was exchanged for $2.20 in cash plus one contingent value right (CVR). Each option was cancelled in return for $2.20 minus its exercise price per underlying share, plus one CVR per underlying share, effectively cashing out her remaining equity in connection with the acquisition of all Repare common shares.

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^*

SCHAFER CAROL

(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		8,000(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
Stock Option (right to buy)	$2.062	01/28/2026		D			37,941	(3)	03/29/2029	Common Shares	37,941	$0	0	D

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.

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 insider transaction did Repare Therapeutics (RPTX) director Carol Schafer report?

Carol Schafer reported disposing of all her Repare Therapeutics equity. She transferred 8,000 common shares and had 37,941 stock options cancelled on January 28, 2026, as part of a cash-and-CVR acquisition of all company common shares.

What did Repare Therapeutics (RPTX) shareholders receive per share in this transaction?

Shareholders received $2.20 in cash per common share plus one contingent value right (CVR). This fixed cash payment and added CVR consideration were provided when Xeno Acquisition Corp. acquired all outstanding Repare Therapeutics common shares under the Arrangement Agreement.

How were Carol Schafer’s Repare Therapeutics (RPTX) stock options treated?

Her 37,941 stock options were cancelled under the Arrangement Agreement. For each underlying share, she became entitled to $2.20 minus the option’s exercise price, plus one CVR, giving cash and contingent value in place of the previously held options.

Who acquired Repare Therapeutics (RPTX) in connection with Carol Schafer’s Form 4 transaction?

All issued and outstanding Repare Therapeutics common shares were acquired by Xeno Acquisition Corp. This was done under an Arrangement Agreement among Repare, XenoTherapeutics, Inc. as parent, Xeno Acquisition Corp. as purchaser, and XOMA Royalty Corporation.

What is the effective transaction date for Carol Schafer’s Repare Therapeutics (RPTX) equity exit?

The effective transaction date is January 28, 2026. On that date, her 8,000 common shares were exchanged and 37,941 stock options were cancelled in return for $2.20 cash per share terms plus contingent value rights under the acquisition agreement.

What consideration did Repare Therapeutics (RPTX) optionholders receive when options were cancelled?

Optionholders received $2.20 less the applicable exercise price for each option’s underlying share, plus one CVR per underlying share. This structure converted their option value into immediate cash plus a contingent value component tied to future outcomes.