Vigil Neuroscience Insider Filing Confirms $8 Cash-Out in Sanofi Deal

Rhea-AI Filing Summary

Vigil Neuroscience, Inc. (VIGL) – Form 4 filing (08/05/2025)

Chief Medical Officer Dr. Petra Kaufmann reported the disposition of all outstanding stock options in connection with the closing of the merger between Vigil and Sanofi. At the 08/05/2025 effective time, Sanofi’s wholly-owned subsidiary merged with Vigil, making Vigil a wholly-owned Sanofi unit.

• Cash consideration to shareholders: every Vigil common share was converted into $8.00 in cash plus one contingent value right (CVR) worth up to $2.00 upon a specified clinical milestone.
• Options cancelled & cashed-out: 144,000 options (exercise $2.19) and 330,000 options (exercise $3.14) were cancelled. Holders receive cash equal to the spread versus $8.00 plus one CVR per underlying share.
• Acceleration: all unvested options became fully vested before cancellation.
• Following the transaction, Dr. Kaufmann reports zero derivative securities remaining.

The filing confirms consummation of the Sanofi acquisition and crystallises value for option holders and common shareholders.

Positive

• Merger consummation confirmed: shareholders receive $8.00 cash per share plus a $2.00 CVR, crystallising value.
• Immediate monetisation for employees: all unvested options accelerated and paid out at a premium to exercise price.

Negative

• None.

Insights

M&A Specialist

TL;DR: Form 4 confirms Sanofi’s takeover closed; insiders cashed-out, shareholders get $8 cash + $2 CVR, eliminating remaining stand-alone equity.

The disclosure is mechanically routine yet material because it evidences legal completion of the merger, final economics ($8 cash + $2 CVR) and option treatment. Unvested grants were accelerated, then cash-settled—standard in change-of-control deals but positive for employees and investors, as value is realised immediately. Remaining beneficial ownership is zero, indicating Vigil equity migrates entirely to Sanofi. For public holders, trading in VIGL will cease once the conversion is processed. The CVR provides upside tied to a clinical milestone, adding contingent value. Overall impact: favourable confirmation of merger closing and payout certainty.

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

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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^*

Kaufmann Petra

(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)

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

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

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)	$2.19	08/05/2025		D(1)			144,000	(2)	(2)	Common Stock	144,000	(2)	0	D
Stock Option Award (Right to Buy)	$3.14	08/05/2025		D(1)			330,000	(2)	(2)	Common Stock	330,000	(2)	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. 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 did VIGL shareholders receive in the Sanofi merger?

Each share converted into $8.00 in cash plus one $2.00 CVR contingent on a clinical milestone.

Which insider filed this Form 4 for Vigil Neuroscience?

The filing was made by Dr. Petra Kaufmann, Chief Medical Officer.

How many options were cancelled in the merger?

Two grants totaling 474,000 options (144,000 @ $2.19 and 330,000 @ $3.14) were cancelled and paid out.

Does Dr. Kaufmann still hold any Vigil derivative securities after the deal?

No. The Form 4 shows zero derivative securities remaining post-merger.

What is the effective date of the Vigil–Sanofi merger?

The merger became effective on 08/05/2025.

What triggers payment of the $2.00 CVR?

The CVR is payable in cash upon achievement of a specified clinical milestone (details not in this filing).