Barinthus (BRNS) CEO William Enright Converts Shares in Merger

What Happened
William Enright, CEO of Barinthus Biotherapeutics plc (BRNS), reported multiple dispositions to the issuer on 2026-09-09 in connection with the company’s merger. The filing shows seven disposals totaling 3,263,093 BRNS shares. Many of the line items show a $0.00 price (derivative conversion) or N/A, because these were corporate-merger conversions rather than open-market sales. Under the merger terms each BRNS share converted into the right to receive 0.111 shares of Topco common stock — the total consideration equals approximately 362,203.3 shares of Topco common stock (3,263,093 × 0.111). No cash sale proceeds are reported.

Key Details

• Transaction date: September 9, 2026 (Effective Time of the Scheme).
• Reported disposals: 728,454; 514,923; 176,130; 359,605; 440,000; 443,981; 600,000 — total 3,263,093 BRNS shares.
• Reported price/value: N/A or $0.00 on derivative items — reflects conversion/assumption in merger, not an open-market sale.
• Conversion ratio: Each BRNS share converted into the right to receive 0.111 shares of Topco common stock (per Merger Agreement). Resulting Topco shares ≈ 362,203.3.
• Shares owned after transaction: not specified in the provided filing lines.
• Notable footnotes:
  • F2–F3: Transactions arose from the Agreement and Plan of Merger and the Scheme; conversion to Topco common stock at 0.111 per BRNS share.
  • F6: Outstanding BRNS options were converted/assumed by Topco on the same terms.
  • F4–F5: Some shares were held in trusts for which Enright serves as trustee; he disclaims beneficial ownership except to the extent of any pecuniary interest.
• Filing timeliness: filing date and period both 2026-09-09 — no indication in the provided information that the Form 4 was late.

Context

• These “dispositions to the issuer” reflect merger consideration and option/award conversions, not public sales. For retail investors, such moves are routine corporate-action mechanics: shares and options are converted or assumed by the surviving entity (Topco) under the merger terms. Derivative line items showing $0 typically indicate conversion/assumption rather than a cashless exercise or taxable sale.