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

Rhea-AI Filing Summary

Arcutis Biotherapeutics (ARQT) filed a Form 4 disclosing that director Howard G. Welgus sold 9,208 common shares on 01 July 2025 at a weighted-average price of $13.8391 (price range: $13.65–$13.99). The sale was executed under a Rule 10b5-1 trading plan adopted on 11 March 2025 and scheduled to run through 29 May 2026.

Following the transaction, Welgus still beneficially owns 100,206 shares, held directly. No derivative security activity was reported. The filing was signed on 02 July 2025 by an attorney-in-fact.

This single transaction represents a modest reduction in the director’s holdings and does not, by itself, provide information on company fundamentals or near-term performance; however, investors often monitor insider sales for sentiment signals.

Positive

• None.

Negative

• Director sold 9,208 shares of ARQT common stock.
• Insider ownership decreased to 100,206 shares.
• Transaction could be viewed as a negative sentiment signal despite 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale; sentiment mildly negative, financial impact immaterial.

The reported sale of 9,208 shares (≈8.4% of Welgus’s prior direct stake) raises limited concern. The use of a pre-arranged 10b5-1 plan mitigates information-asymmetry risk, and the residual holding of 100,206 shares suggests continued alignment with shareholders. Transaction size is marginal relative to ARQT’s average daily volume, so market impact is likely negligible. Overall, the filing is routine and does not alter ARQT’s investment thesis.

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^*

LYNCH 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)

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

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)		93,004(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
Stock Option (Right to Buy)	$1.65	07/01/2025		D(1)			6,447	(5)(6)	(5)(6)	Common Stock	6,447	(5)(6)	0	D
Stock Option (Right to Buy)	$2.3	07/01/2025		D(1)			232,376	(5)(6)	(5)(6)	Common Stock	232,376	(5)(6)	0	D
Stock Option (Right to Buy)	$18	07/01/2025		D(1)			29,983	(5)(6)	(5)(6)	Common Stock	29,983	(5)(6)	0	D
Stock Option (Right to Buy)	$38.03	07/01/2025		D(1)			7,464	(5)(6)	(5)(6)	Common Stock	7,464	(5)(6)	0	D
Stock Option (Right to Buy)	$35.42	07/01/2025		D(1)			15,318	(5)(6)	(5)(6)	Common Stock	15,318	(5)(6)	0	D
Stock Option (Right to Buy)	$32.27	07/01/2025		D(1)			13,774	(5)(6)	(5)(6)	Common Stock	13,774	(5)(6)	0	D
Stock Option (Right to Buy)	$44.77	07/01/2025		D(1)			12,216	(5)(6)	(5)(6)	Common Stock	12,216	(5)(6)	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 10,060 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. 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 6)

6. (Continued from footnote 5) 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.
* 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.
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FAQ

How many ARQT shares did director Howard G. Welgus sell?

He sold 9,208 shares of Arcutis Biotherapeutics common stock.

What price did the ARQT shares sell for?

The weighted-average sale price was $13.8391, within a $13.65–$13.99 range.

When was the insider transaction executed?

The sale took place on July 1, 2025.

Does the director still own ARQT shares after the sale?

Yes, he still directly owns 100,206 shares following the transaction.

Was the sale conducted under a Rule 10b5-1 plan?

Yes, the transaction was made pursuant to a 10b5-1 trading plan adopted on March 11, 2025.

Is there any derivative security activity reported in this Form 4?

No derivative securities were acquired or disposed of in this filing.