BriefIQ Markets · 8-K

Vertex Pharmaceuticals completed acquisition of Crinetics Pharmaceuticals through merger; Crinetics became wholly owned subsidiary with leadership changes and a

SEC filed 01-Sep-2026 BriefIQ published 01-Sep-2026 13:34

Key Facts

The aggregate consideration paid by Vertex was approximately $10.0 billion, funded with cash on hand and borrowings under Vertex’s term loan credit agreement.
The merger resulted in a change of control of Crinetics, and Crinetics’ stockholders ceased to have stockholder rights other than the right to receive the merger consideration.

Charles Wagner became the sole director of the Surviving Corporation as of the Effective Time.
Charles Wagner became President of the Surviving Corporation as of immediately after the Effective Time.
Prasanna Thombre became Treasurer of the Surviving Corporation as of immediately after the Effective Time.
Omar White became Secretary of the Surviving Corporation as of immediately after the Effective Time.
All incumbent officers of the Company as of immediately before the Effective Time were removed as officers immediately following the Effective Time.
All outstanding unvested stock options and unvested restricted stock units became fully vested immediately prior to the Effective Time.
The Merger Consideration was $85.00 per share in cash, subject to applicable withholding taxes.

Nasdaq trading suspension was requested for the Company Common Stock effective prior to the opening of trading on the September 1, 2026 Closing Date.
Following merger consummation, the Company requested that Nasdaq file Form 25 to delist the Company Common Stock from Nasdaq and deregister it under Section 12(b) of the Exchange Act.
After Form 25 becomes effective, the Company intends to file Form 15 to terminate Section 12(g) registration and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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