Form 4: Repare Therapeutics CFO Sells All Shares in Acquisition

Repare Therapeutics' EVP and CFO, Steve Forte, disposed of all his common shares and cancelled all stock options as part of the company's acquisition by Xeno Acquisition Corp. for $2.20 cash and one CVR per share.

Summary

• Steve Forte, Executive Vice President and Chief Financial Officer of Repare Therapeutics Inc. (RPTX), reported changes in his beneficial ownership.
• On January 28, 2026, Forte disposed of 56,786 common shares and cancelled employee stock options representing 1,110,800 underlying shares.
• These transactions were executed pursuant to an Arrangement Agreement dated November 14, 2025, under which Xeno Acquisition Corp. acquired all outstanding common shares of Repare Therapeutics Inc.
• Shareholders received $2.20 in cash per common share plus one non-transferable contingent value right (CVR) per share.
• Cancelled stock options were exchanged for $2.20 less the applicable exercise price per share, plus one CVR per underlying share.
• Following these transactions, Forte holds no common shares or derivative securities in Repare Therapeutics Inc. and is no longer subject to Section 16 reporting obligations.

Sentiment

Score: 7

Explanation: The filing reports the completion of an acquisition, which provides a definitive outcome for shareholders with a cash payment and potential future value from CVRs. For the reporting person, it represents the final disposition of holdings due to the corporate event.

Positives

• Shareholders of Repare Therapeutics Inc. received a definitive cash payment of $2.20 per share, providing immediate liquidity.
• The inclusion of a Contingent Value Right (CVR) offers former shareholders potential for additional future value based on specific milestones or events.
• The acquisition provides a clear exit strategy for Repare Therapeutics Inc. and its investors, concluding its journey as an independent public entity.

Negatives

• Repare Therapeutics Inc. common shares will no longer be publicly traded, removing future direct equity participation for existing shareholders.
• The value of the Contingent Value Right (CVR) is contingent and uncertain, potentially not materializing or being less than anticipated.
• The reporting person, Steve Forte, no longer holds any beneficial ownership in the company, indicating a complete divestment of his stake.

Risks

• The value of the Contingent Value Right (CVR) is uncertain and depends on future events or performance, which may not occur or meet expectations.
• Former shareholders lose direct exposure to the future growth and potential upside of Repare Therapeutics Inc. as an independent entity.

Future Outlook

The filing indicates the completion of an acquisition, suggesting Repare Therapeutics Inc. will no longer operate as an independent public entity. The future outlook for former shareholders is tied to the performance of the acquiring entity and the realization of value from the contingent value rights.

Management Comments

• Includes 31,510 shares of common stock underlying restricted stock units that were cancelled pursuant to that certain Arrangement Agreement, dated November 14, 2025, in exchange for (i) $2.20 in cash per share, plus (ii) one non-transferable contingent value right ('CVR') per share.
• Pursuant to the Arrangement Agreement, the Purchaser acquired all of the issued and outstanding common shares of the Issuer for (i) $2.20 in cash per share plus (ii) one CVR per share.
• This option was cancelled pursuant to the Arrangement Agreement in exchange for (i) $2.20 less the applicable exercise price in respect of such option plus (ii) one CVR per share underlying such option.

Industry Context

This acquisition reflects a common trend in the biotechnology and pharmaceutical sectors where larger entities acquire smaller, innovative companies to gain access to their pipelines, technologies, or market positions. The use of CVRs is also prevalent in such deals to bridge valuation gaps and share future risks/rewards, particularly in clinical-stage companies.

Comparison to Industry Standards

• The acquisition price of $2.20 per share, combined with a CVR, is a common structure in biotech M&A, especially for companies with pipeline assets that have future value potential but also inherent development risks.
• Comparable deals often involve a mix of upfront cash and contingent payments, similar to the acquisition of MyoKardia by Bristol Myers Squibb or the acquisition of Acceleron Pharma by Merck, where CVRs were also utilized.
• The specific value of the CVR would need to be assessed against industry benchmarks for similar contingent payments, considering the underlying milestones and probabilities of achievement.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $2.20 cash per share and one CVR per share, ending their direct equity ownership in Repare Therapeutics Inc.
• Employees: The acquisition likely impacts employees, including the CFO, with potential changes in roles, reporting structures, or employment status within the acquiring entity.
• Management: The reporting person, Steve Forte, has divested all his holdings, indicating a likely transition out of his role or a change in his relationship with the now-private entity.

Next Steps

• Realization of value from the Contingent Value Rights (CVRs) for former shareholders.
• Integration of Repare Therapeutics Inc. into XenoTherapeutics, Inc. or Xeno Acquisition Corp.

Key Dates

Keywords

Repare Therapeutics, RPTX, Xeno Acquisition Corp, XenoTherapeutics, XOMA Royalty Corporation, Acquisition, Merger, Contingent Value Right, CVR, Stock Options, Common Shares, Insider Transaction, Form 4, Steve Forte, CFO