SEC Form 4 · accession 0001612842-26-000011

Forte Biosciences, Inc. · FBRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Paul A. Wagner

Officer — SEE REMARKS · Director

Period of report

Aug 27, 2026

Accepted (ET)

Aug 27, 2026 · 4:28 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 Stock^F1	Aug 27, 2026	U	85,482	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F2	$21.50	Aug 27, 2026	D	16,866	D	—	Dec 19, 2028	Common Stock	16,866	D
Stock Option (right to buy)^F2	$991.50	Aug 27, 2026	D	5,400	D	Apr 9, 2025	Apr 9, 2031	Common Stock	5,400	D
Stock Option (right to buy)^F2	$43.00	Aug 27, 2026	D	11,999	D	Jan 17, 2026	Jan 17, 2032	Common Stock	11,999	D
Stock Option (right to buy)^F2	$17.25	Aug 27, 2026	D	44,000	D	—	Mar 21, 2034	Common Stock	44,000	D
Stock Option (right to buy)^F2	$7.54	Aug 27, 2026	D	920,000	D	—	Mar 20, 2035	Common Stock	920,000	D
Stock Option (right to buy)^F2	$29.66	Aug 27, 2026	D	270,000	D	—	Jan 12, 2036	Common Stock	270,000	D
Stock Option (right to buy)^F2	$17.15	Aug 27, 2026	D	500,000	D	—	Jun 16, 2036	Common Stock	500,000	D
Restricted Stock Units^F4,F3	—	Aug 27, 2026	D	2,500	D	—	—	Common Stock	2,500	D
Restricted Stock Units^F4,F3	—	Aug 27, 2026	D	180,000	D	—	—	Common Stock	180,000	D
Restricted Stock Units^F4,F3	—	Aug 27, 2026	D	3,511	D	—	—	Common Stock	3,511	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. 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.

Remarks

CEO, Secretary and Chair of the Board