[144] VISA Inc. SEC Filing

Rhea-AI Filing Summary

SpringWorks Therapeutics, Inc. (NASDAQ: SWTX) filed seven Post-Effective Amendments on Form S-8 to deregister all unsold shares previously registered for issuance under its 2019 employee equity plans. The action follows the closing of its merger with Merck KGaA, Darmstadt, Germany on 1 July 2025, under which SpringWorks became a wholly owned subsidiary of Merck through EMD Holdings Merger Sub, Inc.

The amendments cover the following historical S-8 registrations:

• Reg. Nos. 333-234365, 333-237350, 333-253531, 333-262996, 333-270096, 333-277380 and 333-285076.
• In aggregate, these filings had registered tens of millions of common shares for the 2019 Stock Option & Incentive Plan, the Amended & Restated 2019 Equity Incentive Plan and the 2019 Employee Stock Purchase Plan.

Because the company is now private, SpringWorks has terminated all offerings under these plans. Consistent with undertakings in each registration statement, any securities that remained unsold as of the merger date are withdrawn from registration. The filing is signed on behalf of the company by Secretary Michael MacDougall and relies on Rule 478 of the Securities Act to omit additional signatures.

The amendments are largely administrative, signalling the end of SpringWorks’ status as an independent public issuer and the cessation of share issuance under its legacy equity compensation and ESPP programmes.

Positive

• Merger completion confirmed: Filing reiterates that the April 27, 2025 merger with Merck KGaA closed on July 1, 2025, providing final certainty on transaction consummation.

Negative

• Equity incentive programs terminated: Withdrawal of unsold shares ends future share-based compensation through public markets, which may affect legacy employees’ equity liquidity.

Insights

Financial Analyst

TL;DR: Administrative deregistration after Merck buyout; neutral to public investors as SWTX no longer trades independently.

The filing merely formalises housekeeping steps required after the close of Merck KGaA’s acquisition of SpringWorks. By withdrawing unsold shares from seven S-8 registrations, management eliminates public float expansion risk and ends equity-based incentive issuance in the public market. No financial metrics, earn-outs or revised consideration are disclosed. The event confirms completion of the merger but provides no incremental valuation information, making it operationally neutral for investors who have already tendered or converted their shares.

Corporate Governance Expert

TL;DR: Filing cleans up SEC shelf obligations, ensuring compliance post-privatisation.

Rule 478 allows single-signature deregistration of unsold securities, reducing administrative burden. By terminating its equity plans, SpringWorks limits legacy governance overlap with Merck’s policies and mitigates potential future dilution claims. All undertakings under each S-8 are now satisfied, removing latent disclosure and reporting responsibilities. This is standard practice and conveys no positive or negative governance surprise; it simply reflects best-practice compliance following a change-of-control transaction.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON	MERRILL LYNCH 3455 PEACHTREE RD NE SUITE 1000 ATLANTA GA 30326	8630	3053466.60	1710985048	07/01/2025	NEW YORK

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
CLASS A COMMON	07/01/2025	EXERCISE OF NQ STOCK OPTIONS	VISA INC.			8630	07/01/2025	COMPENSATORY PAYMENT

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
RYAN MCINERNEY PO BOX 8999 SAN FRANCISCO CA 94128	COMMON	04/01/2025	8620	3020792.80
RYAN MCINERNEY PO BOX 8999 SAN FRANCISCO CA 94128	COMMON	05/01/2025	8620	2978889.60
RYAN MCINERNEY PO BOX 8999, SAN FRANCISCO CA 94128	COMMON	06/02/2025	8620	3127077.40

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did SpringWorks Therapeutics (SWTX) file Post-Effective Amendments to Form S-8 on July 1 2025?

Because the company was acquired by Merck KGaA and is no longer publicly traded, it must deregister unsold shares previously reserved for its equity compensation plans.

Which registration statements are being amended or withdrawn?

Seven S-8 filings, Reg. Nos. 333-234365, 237350, 253531, 262996, 270096, 277380 and 285076.

How many shares were originally registered under these S-8 filings?

Collectively, they covered multiple tranches totalling several million shares for the 2019 Stock Option & Incentive Plan, its amended version, and the 2019 ESPP.

Does this filing affect the merger consideration received by SWTX shareholders?

No. The deregistration is administrative and occurs after the merger closed; it does not change terms already delivered to former public shareholders.

Will SpringWorks continue issuing shares under its 2019 equity plans?

No. All offerings under the 2019 plans have been terminated, and remaining unsold shares are withdrawn from registration.