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

Rhea-AI Filing Summary

Vigil Neuroscience (VIGL) – Form 4 (08/05/25): Director Mary Thistle reports the disposition of 5,000 common shares and the cash-out of 68,460 in-the-money stock options/RSUs at the closing of Vigil’s merger with Sanofi.

At the Effective Time (5 Aug 2025), Sanofi’s Vesper Acquisition Sub merged into Vigil, making Vigil a wholly owned subsidiary. Each Vigil share outstanding was converted into (i) $8.00 cash and (ii) one contingent value right (CVR) worth up to $2.00 subject to a clinical milestone. All unvested RSUs and stock options vested immediately; options with a strike below $8.00 were cancelled for a cash payment equal to the intrinsic value plus one CVR per underlying share.

Following the conversion, Thistle holds no remaining equity in Vigil. The filing confirms consummation of the merger and the final equity treatment for insiders and, by extension, public shareholders.

Positive

• Merger closed, delivering $8.00 per share in cash to holders.
• Additional $2.00 CVR provides upside of up to 25% if milestone achieved.
• All unvested equity awards vested and paid out; no lingering dilution.

Negative

• CVR payout is contingent on an unspecified clinical milestone, introducing binary risk.
• Director no longer holds equity, implying insiders have no further skin in the game.

Insights

M&A Specialist

TL;DR: Filing confirms cash-and-CVR merger closing; insider equity fully cashed out at $8 plus optional $2 upside.

The Form 4 provides transactional evidence that Sanofi’s acquisition of Vigil has closed. Cash consideration of $8 implies a 0% spread post-closing, while the $2 CVR adds a potential 25% incremental return pending a clinical milestone. Automatic vesting/cash-out of options eliminates potential share overhang and aligns insider compensation with shareholder payout. No new dilution is created. Overall, the deal terms look shareholder-friendly and typical for biotech takeouts.

Portfolio Manager

TL;DR: Insider exit signals deal completion; remaining value hinges on CVR milestone success.

From a portfolio standpoint, Vigil is now effectively a cash-plus-CVR stub. The immediate $8 cash return is locked, but the CVR is binary and timeline/criteria are undisclosed here, adding uncertainty to any residual trading value. Investors must assess probability-weighted CVR payoff versus opportunity cost. Insiders having zero residual exposure could be viewed as neutral to slightly negative on CVR odds, though this is standard post-merger settlement.

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^*

Thistle Mary

(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)	$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)			24,309	(3)	(3)	Common Stock	24,309	(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.
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FAQ

What consideration did VIGL shareholders receive at closing?

Each share was converted into $8.00 in cash plus one CVR worth up to $2.00.

Which securities did Mary Thistle dispose of?

She disposed of 5,000 common shares and a total of 68,460 stock options/RSUs.

What happens to the CVR for VIGL investors?

The CVR pays $2.00 in cash if a specified clinical milestone is met; otherwise it expires worthless.

Were all Vigil stock options vested at the merger closing?

Yes. All unvested options vested immediately and were cashed out for their intrinsic value plus a CVR per share.

Does the director retain any Vigil shares after the merger?

No. The filing shows 0 shares and 0 options remain in her beneficial ownership.