Forte Biosciences Announces Merger — $77/Share Cash Transaction

What Happened
Forte Biosciences, Inc. announced the completion of a tender offer and merger under which Purchaser acquired the company for $77.00 per share in cash. The tender offer opened August 6, 2026 and expired at 11:59 p.m. ET on August 26, 2026; 19,894,879 shares were validly tendered (about 87.13% of outstanding shares). After satisfying the offer conditions, Purchaser accepted and paid for the tendered shares and, on August 27, 2026, completed a merger under Section 251(h) of the Delaware General Corporation Law, making Forte a wholly owned subsidiary of Parent.

Key Details

• Offer price: $77.00 per common share, net cash to sellers (subject to withholding tax).
• Shares tendered: 19,894,879 (≈87.13% of outstanding), satisfying the >50% ownership condition; merger completed Aug 27, 2026.
• Total cash used (including payments for options, RSUs, prefunded warrants, etc.): approximately $2.2 billion, funded from Parent’s cash on hand.
• Equity treatment: each outstanding common share (other than certain excluded shares and properly perfected appraisal shares) converted into the $77 cash payment; in-the-money stock options converted to a cash payout equal to (77 − exercise price) × shares; out-of-the-money options canceled with no payment; RSUs converted to cash equal to $77 × shares; holders of prefunded warrants may exercise for the same cash consideration.

Why It Matters
For investors, Forte is no longer a publicly traded independent company — it is now a wholly owned subsidiary after a cash-out merger at $77 per share. Public shareholders who validly tendered received cash payment; holders of options and RSUs received cash treatment per the agreement (or cancellation if out-of-the-money). The filing also notes related effects such as change in control and amended charter/bylaws (filed as exhibits), which typically precede delisting and end public trading. Shareholders considering appraisal rights should refer to the filing for applicable procedures and timelines.