SEC Form 4 · accession 0001628280-26-059883
Crinetics Pharmaceuticals, Inc. · CRNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tobin Schilke
Officer — Chief Financial & Infra. Ofcr.
Period of report
Sep 1, 2026
Accepted (ET)
Sep 1, 2026 · 4:53 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 StockF1 | Sep 1, 2026 | D | 7,956 | $85.00 | D | 71,471 | D | |
| Common StockF2 | Sep 1, 2026 | D | 71,471 | $85.00 | 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)F3,F4 | $33.75 | Sep 1, 2026 | D | 80,000 | D | — | Mar 9, 2035 | Common Stock | 80,000 | 0 | D |
| Stock Option (Right to Buy)F3,F4 | $43.79 | Sep 1, 2026 | D | 50,000 | D | — | Feb 23, 2036 | Common Stock | 50,000 | 0 | 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.