[S-8 POS] SpringWorks Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is issuing US$6.196 million of Senior Medium-Term Notes, Series K – Autocallable Barrier Notes with Contingent Coupons – linked to Lam Research Corp. (LRCX) common stock.

• Contingent Coupon: 1.1925% monthly (≈14.31% p.a.) paid only if LRCX closes ≥ Coupon Barrier (67% of Initial Level, $65.12) on the relevant Observation Date.
• Automatic Redemption: Starting 30-Dec-2025, if LRCX closes > Initial Level on any Observation Date, the note is redeemed at par plus the coupon; no further payments occur.
• Maturity / Principal Risk: 03-Aug-2026. If not called and LRCX closes < Trigger Level (67% of Initial), investors lose 1% of principal for every 1% decline (down to zero). If LRCX stays ≥ Trigger Level, principal is returned.
• Issue Economics: Price to public 100%; estimated initial value $972.97 (≈97.3% of face) reflecting embedded fees/hedging. Agent’s commission 2.15%.
• Denomination & Liquidity: $1,000 minimum. Unlisted; secondary market, if any, only through BMOCM. Value sensitive to BMO credit spreads and market volatility.
• Credit & Tax: Unsecured BMO obligation; subject to BMO credit risk and complex U.S. tax treatment (pre-paid contingent income-bearing derivative).

The product targets investors seeking high conditional income and limited downside buffer, willing to forego upside above coupons, accept potential principal loss below a 33% decline, and tolerate issuer credit and liquidity risks.

Positive

• Attractive contingent income: 1.1925% monthly coupon (≈14.31% p.a.) if performance conditions met.
• 33% downside buffer: Principal protected unless LRCX falls more than 33% at valuation date.
• Early autocall feature can return capital quickly if LRCX performs, reducing market exposure.

Negative

• Principal at risk: Any finish below the 67% trigger leads to proportional losses, potentially total loss.
• No participation in upside: Return capped at coupons; investors miss any equity appreciation beyond call level.
• Credit & liquidity risk: Unsecured BMO obligation; unlisted notes with limited secondary market and price transparency.
• Estimated value discount: Initial fair value 97.3% of par highlights embedded fees.
• Complex tax treatment and uncertain future IRS guidance for prepaid derivative contracts.

Insights

Structured Products Analyst

TL;DR: High 14.3% coupon offset by 33% downside buffer, no upside, credit and liquidity risks keep overall appeal neutral.

Income profile: The 1.1925% monthly coupon is attractive versus short-dated corporates, but entirely conditional on LRCX staying ≥ $65.12. Volatility in semiconductor equities means missed coupons are plausible.
Redemption dynamics: Autocall at 100% Initial can shorten duration to six months, capping yield but limiting exposure period.
Risk/return trade-off: Investors absorb full equity downside beyond −33%, yet surrender upside beyond coupons. Simulation shows breakeven relative to par at maturity requires LRCX ≥ Trigger; historically, LRCX has traded with 30-40% annualized volatility, implying non-trivial tail risk.
Issuer economics: 2.7-point OID plus 2.15% commission signal a sizeable structuring spread. Secondary values likely to start around 95-97% and drift lower absent favorable equity moves.
Credit overlay: Note holders rank pari passu with BMO senior debt; current BMO CDS ~60 bps, modest but still an added layer versus holding LRCX shares directly.
Verdict: Suitable for yield-seeking accounts comfortable with equity-linked notes; impact neutral given balanced reward and risk.

Registration No. 333-234365

Registration No. 333-237350

Registration No. 333-253531

Registration No. 333-262996

Registration No. 333-270096

Registration No. 333-277380

Registration No. 333-285076

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-234365

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-237350

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-253531

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-262996

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-270096

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-277380

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-285076

UNDER

THE SECURITIES ACT OF 1933

SPRINGWORKS THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	83-4066827
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

100 Washington Blvd

Stamford, CT 06902

(203) 883-9490

(Address of Principal Executive Offices) (Zip Code)

SpringWorks Therapeutics, Inc. 2019 Stock Option and Incentive Plan
SpringWorks Therapeutics, Inc. Amended and Restated 2019 Stock Option and Equity Incentive Plan
SpringWorks Therapeutics, Inc. 2019 Employee Stock Purchase Plan

(Full title of the plans)

Michael MacDougall
Secretary

SpringWorks Therapeutics, Inc.
100 Washington Blvd
Stamford, CT 06902
(203) 883-9490

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Matthew Hurd Eric Krautheimer
Sullivan & Cromwell LLP
125 Broad Street New York, NY 10004
(212) 558-4000   ​ ​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨
				Emerging growth company		¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by SpringWorks Therapeutics, Inc., a Delaware corporation (the “Registrant”):

· Registration Statement No. 333-234365, filed with the SEC on October 29, 2019, pertaining to the registration of 2,924,183 shares of common stock, par value $0.0001 per share (“Common Stock”) of the Registrant reserved for issuance under the 2019 Stock Option and Incentive Plan (the “2019 Private Plan”); 2,657,000 shares of restricted stock, par value $0.0001 per share of the Registrant reserved for issuance under the 2019 Private Plan; 3,679,681 shares of Common Stock reserved for issuance under the 2019 Stock Option and Equity Incentive Plan (the “2019 Equity Incentive Plan”); options to purchase 184,385 shares of Common Stock granted under the 2019 Equity Incentive Plan and 442,153 shares of Common Stock reserved for issuance under the 2019 Employee Stock Purchase Plan (the “2019 ESPP”);

· Registration Statement No. 333-237350, filed with the SEC on March 23, 2020, pertaining to the registration of an additional 2,150,304 shares of Common Stock reserved for issuance under the 2019 Equity Incentive Plan and 430,061 shares of Common Stock reserved for issuance under the 2019 ESPP;

· Registration Statement No. 333-253531, filed with the SEC on February 25, 2021, pertaining to the registration of an additional 2,440,980 shares of Common Stock reserved for issuance under the 2019 Equity Incentive Plan and 488,196 shares of Common Stock reserved for issuance under the 2019 ESPP;

· Registration Statement No. 333-262996, filed with the SEC on February 24, 2022, pertaining to the registration of an additional 2,462,400 shares of Common Stock reserved for issuance under the Amended and Restated 2019 Stock Option and Equity Incentive Plan (“Amended 2019 Equity Incentive Plan”) and 492,480 shares of Common Stock reserved for issuance under the 2019 ESPP;

· Registration Statement No. 333-270096, filed with the SEC on February 28, 2023, pertaining to the registration of 3,121,157 shares of Common Stock reserved for issuance under the Amended 2019 Equity Incentive Plan and 624,232 shares of Common Stock reserved for issuance under the 2019 ESPP;

· Registration Statement No. 333-277380, filed with the SEC on February 27, 2024, pertaining to the registration of an additional 3,674,334 shares of Common Stock reserved for issuance under the Amended 2019 Equity Incentive Plan and 663,229 shares of Common Stock reserved for issuance under the 2019 ESPP; and

· Registration Statement No. 333-285076, filed with the SEC on February 20, 2025, pertaining to the registration of an additional 3,720,163 shares of Common Stock reserved for issuance under the Amended 2019 Equity Incentive Plan and 663,229 shares of Common Stock reserved for issuance under the 2019 ESPP.

On July 1, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2025, by and among the Registrant, Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated, as of the date hereof, all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on July 1, 2025. No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.

SPRINGWORKS THERAPEUTICS, INC.
By:	/s/ Michael MacDougall
	Name: Michael MacDougall
	Title: Secretary

FAQ

What is the contingent interest rate on the BMO LRCX-linked notes?

The notes pay 1.1925% per month, approximately 14.31% per annum, if LRCX closes at or above the $65.12 coupon barrier on the observation date.

When can the autocall feature trigger for these notes?

Starting 30-Dec-2025, the notes are automatically redeemed at par plus coupon if LRCX closes above its initial level ($97.20) on any monthly observation date.

How much downside protection do investors have?

A 33% buffer applies: if LRCX’s final level is ≥ $65.12 (67% of initial), principal is returned; below that, losses are 1-for-1 with the decline.

Are the notes listed on an exchange?

No. The notes will not be listed; liquidity depends on BMOCM’s willingness to make a secondary market.

What is the estimated initial value compared with the issue price?

BMO estimates the fair value at $972.97 per $1,000 note (≈97.3% of face), reflecting structuring and hedging costs.

Do holders receive any Lam Research dividends?

No. The product is cash-settled; dividends on LRCX do not affect coupon payments or redemption value.

What credit risk do investors assume?

Payments rely solely on Bank of Montreal’s ability to pay; the notes are senior unsecured obligations of BMO.