Form 4: Repare Therapeutics SVP Alves Disposes Shares in Acquisition

Repare Therapeutics SVP of Finance and CAO, Sandra Isabelle Barros Alves, reported the disposition of common shares and options following the company's acquisition by Xeno Acquisition Corp.

Summary

• Sandra Isabelle Barros Alves, SVP, Finance and CAO of Repare Therapeutics Inc. (RPTX), reported changes in her beneficial ownership.
• The changes are a result of an Arrangement Agreement dated November 14, 2025, where Xeno Acquisition Corp. acquired all issued and outstanding common shares of Repare Therapeutics Inc.
• Under the agreement, shareholders received $2.20 in cash per share plus one non-transferable contingent value right (CVR) per share.
• Alves disposed of 31,622 common shares, which included 18,800 shares underlying restricted stock units that were cancelled.
• She also disposed of 26,000 employee stock options with an exercise price of $1.17 and 24,500 employee stock options with an exercise price of $1.07.
• These options were cancelled in exchange for $2.20 less the applicable exercise price, plus one CVR per share underlying each option.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the insider realized value from their equity holdings through an acquisition, receiving both cash and a contingent value right. While the company ceases independent operation, this represents a liquidity event for the equity holders.

Positives

• The reporting person received cash consideration of $2.20 per common share and per option share (less exercise price) for her equity holdings.
• The inclusion of a Contingent Value Right (CVR) provides potential for additional future value based on specific milestones or performance.

Negatives

• The reporting person's direct beneficial ownership of Repare Therapeutics common shares and employee stock options has been reduced to zero following the acquisition.
• The company, Repare Therapeutics Inc., is no longer an independent publicly traded entity.

Risks

• The value of the contingent value right (CVR) is non-transferable and its realization is dependent on future events or performance, introducing uncertainty regarding its ultimate value.

Future Outlook

The future outlook for Repare Therapeutics Inc. as an independent entity has concluded due to its acquisition. The future value for former shareholders and option holders now includes a contingent value right (CVR), whose value will depend on future performance or milestones as defined in the Arrangement Agreement.

Industry Context

This filing reflects a specific corporate acquisition within the biotechnology or pharmaceutical sector, where smaller companies are often acquired by larger entities for their pipeline, technology, or market position. The use of a Contingent Value Right (CVR) is a common mechanism in such transactions to bridge valuation gaps and share future risks/rewards.

Stakeholder Impact

• Shareholders (including the reporting person) received $2.20 in cash per share and one non-transferable contingent value right (CVR) per share, providing immediate liquidity and potential future upside.
• Employees holding stock options had their options cancelled in exchange for cash (exercise price deducted) and CVRs, converting their equity incentives into a defined payout structure.

Next Steps

• The reporting person's equity holdings in Repare Therapeutics Inc. have been fully converted as per the acquisition terms, concluding their direct beneficial ownership in the acquired entity.

Key Dates

Keywords

Repare Therapeutics, RPTX, Acquisition, Merger, Form 4, Insider Trading, Beneficial Ownership, Contingent Value Right, Xeno Acquisition Corp.