YMAB Form 4: 142,600 options converted to cash under $8.60 deal
Rhea-AI Filing Summary
Y-mAbs Therapeutics insiders had outstanding stock options converted into cash as part of a completed merger. Under the merger agreement, each option outstanding immediately prior to the merger was canceled and converted into the right to receive cash equal to the number of shares subject to the option multiplied by the excess of the $8.60 per share merger consideration over the option exercise price. Options with an exercise price equal to or above the merger consideration were canceled without any payment. The reporting form shows an employee stock option with a $6.16 exercise price covering 142,600 shares that was converted into the right to receive cash for the difference between $8.60 and $6.16 per share.
Positive
- In-the-money options were converted to cash based on the spread to the $8.60 merger consideration, providing immediate realization for holders of such grants
- Uniform merger mechanics applied to vested and unvested options, creating consistent treatment across option holders
Negative
- Options with exercise prices equal to or above $8.60 were cancelled for no consideration, eliminating potential upside for those option holders
- Cancelling outstanding options removes future equity incentives tied to post-merger performance
Insights
TL;DR: Merger triggered uniform treatment of options; in-the-money grants were cashed out, out-of-the-money grants were cancelled.
The Form 4 discloses a standard merger clause where all outstanding options were uniformly resolved at closing. This preserves equitable treatment across option holders by converting vested and unvested awards into cash based on the spread to the $8.60 per share merger consideration. The specific reported option had a $6.16 strike and 142,600 underlying shares, meaning it was in-the-money and therefore converted into a cash payment rather than being forfeited. The filing also notes that any options with strikes at or above the merger price were cancelled for no consideration, which is a material contractual outcome for affected holders.
TL;DR: Management equity realized value through a cash-out formula; cancellation rule removes upside for higher-strike grants.
The disclosed mechanics convert option economics into immediate cash value equal to (merger consideration minus exercise price) times option shares, removing future equity upside but delivering certain monetary consideration to in-the-money option holders. The reported option (142,600 shares at a $6.16 exercise) was subject to this conversion. Simultaneously, holders of options with exercise prices at or above $8.60 received no consideration, which materially affects the compensation outcome for those participants and reduces potential dilution going forward for the surviving parent entity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 142,600 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 4, 2025, by and among Y-mAbs Therapeutics, Inc. (the "Issuer"), Yosemite Merger Sub, Inc. ("Purchaser"), Perseus BidCo US, Inc., a Delaware corporation ("Parent"), and Stark International Lux, a Luxembourg private limited liability company ("Ultimate Parent"), on September 16, 2025, Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger was duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL) (the "Effective Time"), pursuant to the Merger Agreement, each stock option ("Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive cash, 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 the Merger Consideration (the right to receive $8.60 per Share, in cash, without interest, subject to any applicable withholding of taxes (the "Merger Consideration")) over the exercise price payable per Share under such Option. Any Options with an exercise price equal to or in excess of the Merger Consideration were cancelled for no consideration.
