[Form 4] Vigil Neuroscience, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vigil Neuroscience, Inc. (VIGL) – Form 4 (Insider Transaction)

Director Gerhard Koenig reported the disposition of all remaining equity interests on 08/05/2025, coinciding with the closing of Vigil’s merger with Sanofi. At the effective time, each outstanding share of Vigil common stock was automatically converted into the right to receive $8.00 in cash plus one contingent value right (CVR) worth up to an additional $2.00, together defined as the “Merger Consideration.”

Koenig’s holdings affected:

• 5,000 restricted stock units (reported as common stock) – cancelled for cash + CVR.
• 110,175 stock options across seven grants (exercise prices $1.89-$6.02) – all vested, cancelled, and cashed out for the intrinsic value difference versus the $8.00 cash price, plus one CVR per underlying share.

Post-transaction, Koenig reports 0 shares and 0 derivative securities, reflecting full exit following Vigil’s transition to a wholly owned Sanofi subsidiary.

Insights

M&A Specialist

TL;DR All insider equity cancelled for $8 cash + CVR, confirming Sanofi’s acquisition of Vigil closed on 08/05/25.

This Form 4 evidences consummation of the merger: equity converts to cash and CVRs, options paid out at intrinsic value. Insider ownership now zero, indicating no rollover equity. While the filing is administrative, it signals deal completion and cash realization for minority holders. The added CVR provides upside tied to a clinical milestone, modestly improving total consideration. From an arbitrage view, closing risk is eliminated, shifting focus to CVR milestone probability.

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^*

Koenig Gerhard

(Last) (First) (Middle)

VIGIL NEUROSCIENCE, INC.

100 FORGE ROAD, SUITE 700

(Street)

WATERTOWN MA 02472

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vigil Neuroscience, Inc. [ VIGL ]

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)
08/05/2025

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	08/05/2025		D(1)		5,000(2)	D	(1)(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 Award (Right to Buy)	$1.89	08/05/2025		D(1)			18,029	(3)	(3)	Common Stock	18,029	(3)	0	D
Stock Option Award (Right to Buy)	$1.89	08/05/2025		D(1)			6,954	(3)	(3)	Common Stock	6,954	(3)	0	D
Stock Option Award (Right to Buy)	$6.02	08/05/2025		D(1)			36,690	(3)	(3)	Common Stock	36,690	(3)	0	D
Stock Option Award (Right to Buy)	$3.38	08/05/2025		D(1)			18,068	(3)	(3)	Common Stock	18,068	(3)	0	D
Stock Option Award (Right to Buy)	$3.03	08/05/2025		D(1)			13,928	(3)	(3)	Common Stock	13,928	(3)	0	D
Stock Option Award (Right to Buy)	$3.03	08/05/2025		D(1)			4,351	(3)	(3)	Common Stock	4,351	(3)	0	D
Stock Option Award (Right to Buy)	$3.03	08/05/2025		D(1)			12,155	(3)	(3)	Common Stock	12,155	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Sanofi ("Parent"), and Vesper Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on August 5, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent. At the Effective Time, each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive (i) $8.00 per share of Common Stock in cash, without interest (the "Closing Amount") plus (ii) one contingent value right ("CVR"), representing the right to receive $2.00 payable in cash, conditioned upon satisfaction of a certain clinical milestone (together with the Closing Amount, the "Merger Consideration").

2. Represents Restricted Stock Units ("RSUs"), each of which represented the contingent right to receive one share of the Common Stock. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU that is outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested, and was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such RSU immediately prior to the Effective Time, multiplied by (b) the Closing Amount and (ii) one CVR for each share subject to such RSU.

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time, to the extent unvested, was accelerated and became fully vested. Each stock option having an exercise price per share that was less than the Closing Amount was cancelled and converted into the right to receive (i) an amount, without interest, equal to the product of (a) the total number of shares subject to such option immediately prior to the Effective Time, multiplied by (b) the excess of (1) the Closing Amount over (2) the exercise price per share under such option and (ii) one CVR for each share subject to such option.

	/s/ Michael Cohen, Attorney-in-Fact	08/05/2025
	** 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).
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FAQ

What consideration did VIGL shareholders receive at closing?

Each share was exchanged for $8.00 in cash plus one CVR worth up to $2.00 pending a clinical milestone.

How many Vigil shares did Director Gerhard Koenig own after the merger?

The Form 4 shows 0 shares and derivative securities remaining.

What happened to outstanding VIGL stock options?

All options vested, were cancelled, and paid out at the difference between the $8.00 cash price and their exercise price, plus a CVR per share.

Does this filing confirm Sanofi’s acquisition of Vigil Neuroscience?

Yes. The transactions occurred at the merger’s effective time on 08/05/2025, when Vigil became a wholly owned Sanofi subsidiary.

What is the value of the contingent value right (CVR)?

The CVR entitles holders to receive $2.00 in cash if a specified clinical milestone is achieved.