[Form 4] SpringWorks Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing summary – KeyCorp (KEY), 07/01/2025: Director Barbara R. Snyder converted 35,955 deferred shares (transaction code M) into an equal number of common shares. The conversion increased her directly held common-share position to 71,632 shares. No open-market purchase or sale price was reported because the shares derive from KeyCorp’s Directors’ Deferred Share Sub-Plan, where each deferred share is economically equivalent to a common share. Following the transaction, Snyder still holds 177,901 deferred shares that remain subject to the plan. The filing also notes that direct ownership totals include roughly 175 common shares obtained through the June 2025 dividend-reinvestment program, and deferred-share holdings include about 2,765 dividend-equivalent units accrued during the same period. As there was no disposition of shares and the transaction merely settles a long-standing equity award, the impact on KeyCorp’s public float and insider sentiment is modest.

Positive

• Director’s direct ownership increased from roughly 36k to 71.6k shares, modestly aligning insider and shareholder interests.
• No shares were sold; the transaction does not indicate insider profit-taking.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director converted 35.9k deferred shares to common; no sales, marginal positive signal.

The M-code conversion reflects routine settlement of director compensation rather than an opportunistic purchase. Nonetheless, Snyder’s direct stake nearly doubled to 71.6k shares, aligning her incentives more closely with shareholders. Because the shares originate from a deferred-comp plan, no cash outlay occurred and there is no dilution; the shares were already included in fully diluted counts. From a trading-signal perspective, the absence of sales and increased direct ownership is slightly constructive but not a catalyst. Overall impact: neutral-to-slightly-positive.

Corporate Governance Expert

TL;DR: Routine equity-award settlement; governance implications minimal.

KeyCorp’s board compensation plan continues to shift equity from deferred units to outright ownership, improving transparency of insider stakes. Such conversions comply with the 2019 Equity Compensation Plan and show ongoing alignment without raising pay-for-performance concerns. No red flags regarding trading plans or Rule 10b5-1 usage are indicated. Therefore, the governance impact is neutral; investors should not expect strategy changes or signaling effects from this filing.

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^*

Pichl Daniel

(Last) (First) (Middle)

C/O SPRINGWORKS THERAPEUTICS, INC.

100 WASHINGTON BLVD.

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SpringWorks Therapeutics, Inc. [ SWTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		D(1)		50,762(2)	D	(3)(4)	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
Performance Share Units	(5)	07/01/2025		D(1)			16,023	(6)	(6)	Common Stock	16,023	(6)	0	D
Stock Option (Right to Buy)	$43.1	07/01/2025		D(1)			72,680	(7)(8)	(7)(8)	Common Stock	72,680	(7)(8)	0	D
Stock Option (Right to Buy)	$27.64	07/01/2025		D(1)			64,000	(7)(8)	(7)(8)	Common Stock	64,000	(7)(8)	0	D
Stock Option (Right to Buy)	$38.4	07/01/2025		D(1)			65,000	(7)(8)	(7)(8)	Common Stock	65,000	(7)(8)	0	D
Stock Option (Right to Buy)	$43	07/01/2025		D(1)			37,455	(7)(8)	(7)(8)	Common Stock	37,455	(7)(8)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2025 (the "Merger Agreement"), by and among the Issuer, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of July 1, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger").

2. Includes 34,780 shares underlying restricted stock units (each, an "RSU") granted under the Issuer's 2019 Stock Option and Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Issuer common stock.

3. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and automatically converted into the right to receive $47.00 in cash, without interest and subject to any required tax withholding (the "Merger Consideration").

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the total number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time (each a "Parent Cash-Based RSU Award"). Each Parent Cash-Based RSU Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such RSU immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based RSU Award will vest, subject to the applicable holder's continued employment with Parent through such date.

5. Represents restricted share units subject to performance-based vesting conditions (each, a "PSU") granted under the Plan. Each PSU represents a contingent right to receive one share of Issuer common stock.

6. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding PSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such PSU multiplied by (ii) the total number of shares of Issuer common stock subject to any such PSU immediately prior to the Effective Time that vests based on the achievement of performance levels determined in accordance with the applicable PSU award agreement.

7. Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested outstanding option to purchase shares of Issuer common stock immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time. Each unvested option outstanding was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of (Continued in footnote 8)

8. (Continued from footnote 7) Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time (each a "Parent Cash-Based Option Award"). Each Parent Cash-Based Option Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such option award immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based Option Award will vest, subject to the applicable holder's continued employment with Parent through such date. Any outstanding option, whether vested or unvested, to purchase shares of Issuer common stock with an exercise price per share greater than $47.00 was cancelled at the Effective Time for no consideration or payment.

	/s/ Francis I. Perier, Jr. as Attorney-in Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many KeyCorp shares did Director Barbara R. Snyder acquire on 07/01/2025?

She converted 35,955 deferred shares into the same number of common shares.

What is Snyder’s total direct ownership in KEY after the transaction?

Her direct holdings rose to 71,632 common shares.

Did the filing include any open-market sales of KeyCorp stock?

No; the Form 4 shows only an M-code conversion with no dispositions.

How many deferred shares does Snyder still hold following the conversion?

She retains 177,901 deferred shares under the Directors’ Deferred Share Sub-Plan.

Does the transaction affect KeyCorp’s share count or cause dilution?

No, the deferred shares were already factored into diluted share calculations; the conversion itself is non-dilutive.