SEC Form 4 · accession 0001202335-26-000003
Forte Biosciences, Inc. · FBRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W Gryska
Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 27, 2026 · 4:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001419041
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 27, 2026 | U | 5,940 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $25.50 | Aug 27, 2026 | D | 2,000 | D | Jan 10, 2026 | Jan 10, 2033 | Common Stock | 2,000 | 0 | D |
| Stock Option (right to buy)F2 | $20.00 | Aug 27, 2026 | D | 1,000 | D | Aug 20, 2024 | Sep 19, 2033 | Common Stock | 1,000 | 0 | D |
| Stock Option (right to buy)]F2 | $8.60 | Aug 27, 2026 | D | 2,000 | D | May 29, 2025 | Aug 20, 2034 | Common Stock | 2,000 | 0 | D |
| Stock Option (right to buy)F2 | $7.54 | Aug 27, 2026 | D | 31,000 | D | — | Mar 20, 2035 | Common Stock | 31,000 | 0 | D |
| Restricted Stock UnitsF4,F3 | — | Aug 27, 2026 | D | 18,353 | D | — | — | Common Stock | 18,353 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated July 26, 2026 (the "Merger Agreement"), by and among Forte Biosciences, Inc. ("Company"), argenx BV ("Parent"), and Avena Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for $77.00 per share ("Merger Consideration"), net to the seller in cash, without interest, subject to any required withholding tax. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent.
- F2Pursuant to the Merger Agreement, each unexercised and outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Merger Consideration, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Merger Consideration over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger. At the effective time of the Merger, each Company Option that is then outstanding and unexercised, whether or not vested and which has a per share exercise price that is equal to or greater than the Merger Consideration, shall be cancelled with no consideration payable therefor.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of Forte Biosciences, Inc. (the "Issuer") Common Stock.
- F4Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Merger Consideration, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger.