SEC Form 4 · accession 0001628280-26-059882

Crinetics Pharmaceuticals, Inc. · CRNX

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

Reporting owner

Richard Scott Struthers

Officer — President & CEO · Director

Period of report

Sep 1, 2026

Accepted (ET)

Sep 1, 2026 · 4:52 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001658247

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 1, 2026	D	248,043	$85.00	D	176,663	D
Common Stock^F1	Sep 1, 2026	D	1,000	$85.00	D	0	I	By Spouse
Common Stock^F1	Sep 1, 2026	D	136,805	$85.00	D	0	I	By Family Trust 1
Common Stock^F1	Sep 1, 2026	D	106,000	$85.00	D	0	I	By Family Trust 2
Common Stock^F1	Sep 1, 2026	D	110,000	$85.00	D	0	I	By Family Trust 3
Common Stock^F1	Sep 1, 2026	D	100,000	$85.00	D	0	I	By Family Trust 4
Common Stock^F1	Sep 1, 2026	D	111,100	$85.00	D	0	I	By Family Trust 5
Common Stock^F1	Sep 1, 2026	D	111,100	$85.00	D	0	I	By Family Trust 6
Common Stock^F1	Sep 1, 2026	D	111,100	$85.00	D	0	I	By Family Trust 7
Common Stock^F1	Sep 1, 2026	D	111,100	$85.00	D	0	I	By Family Trust 8
Common Stock^F1	Sep 1, 2026	D	80,000	$85.00	D	0	I	By Charitable Trust
Common Stock^F2	Sep 1, 2026	D	176,663	$85.00	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)^F3,F4	$25.19	Sep 1, 2026	D	172,281	D	—	Mar 8, 2029	Common Stock	172,281	D
Stock Option (Right to Buy)^F3,F4	$22.61	Sep 1, 2026	D	195,578	D	—	Feb 24, 2030	Common Stock	195,578	D
Stock Option (Right to Buy)^F3,F4	$15.29	Sep 1, 2026	D	259,058	D	—	Feb 26, 2031	Common Stock	259,058	D
Stock Option (Right to Buy)^F3,F4	$20.02	Sep 1, 2026	D	244,205	D	—	Feb 29, 2032	Common Stock	244,205	D
Stock Option (Right to Buy)^F3,F4	$19.64	Sep 1, 2026	D	287,700	D	—	Feb 28, 2033	Common Stock	287,700	D
Stock Option (Right to Buy)^F3,F4	$43.51	Sep 1, 2026	D	240,000	D	—	Mar 3, 2034	Common Stock	240,000	D
Stock Option (Right to Buy)^F3,F4	$36.86	Sep 1, 2026	D	313,000	D	—	Feb 19, 2035	Common Stock	313,000	D
Stock Option (Right to Buy)^F3,F4	$43.79	Sep 1, 2026	D	228,000	D	—	Feb 23, 2036	Common Stock	228,000	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of July 6, 2026 (the "Merger Agreement"), by and among Crinetics Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Vertex Pharmaceuticals Incorporated, a Massachusetts corporation ("Parent"), and Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), effective as of September 1, 2026 (the "Effective Time"). At the Effective Time, each share of common stock of the Company, par value $0.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time, except as provided in the Merger Agreement, was canceled and automatically converted into the right to receive $85.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration").
F2The transaction reported on this line reflects the cancellation in the Merger of restricted stock units of the Company (each, a "Company RSU"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. Immediately prior to the Effective Time, each Company RSU that was then outstanding but not vested became immediately vested in full. At the Effective Time, each outstanding Company RSU was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable tax withholding.
F3The transaction reported on this line reflects the cancellation in the Merger of options to purchase shares of Company Common Stock (each, a "Company Stock Option"). Immediately prior to the Effective Time, each Company Stock Option that was then outstanding but not vested became immediately vested in full. At the Effective Time, (i) each outstanding Company Stock Option having a per share exercise price less than the Merger Consideration was canceled and converted into the right to receive an amount in cash equal to the difference between the Merger Consideration and the applicable per share exercise price, less any applicable tax withholding, and (ii) any Company Stock Option having a per share exercise price equal to or greater than the Merger Consideration was canceled for no consideration.
F4The transaction reported on this line reflects the cancellation in the Merger of Company Stock Options having a per share exercise price less than the Merger Consideration and the price reported in Column 8 represents the difference between the Merger Consideration and the applicable per share exercise price of the Company Stock Options.