SCHAFER CAROL 4

What Happened

• Carol Schafer, a director of Repare Therapeutics (RPTX), reported dispositions on 2026-01-28: 8,000 common shares were delivered to the issuer and 37,941 derivative shares (options) were cancelled/disposed to the issuer. The Form 4 lists the derivative line with $0.00, but the footnotes show these actions were part of an Arrangement Agreement in which shareholders received $2.20 in cash per share plus one non-transferable contingent value right (CVR).
• These were not open-market sales but dispositions to the issuer under the company’s acquisition/merger agreement (transaction code D). For outstanding options cancelled under the arrangement, cash consideration equals $2.20 less the option’s exercise price per option, plus one CVR per underlying share (exercise-price detail not disclosed in the Form 4).

Key Details

• Transaction date: 2026-01-28; Filing date/Period of Report: 2026-01-28 (timely filing).
• Reported disposals: 8,000 common shares (consideration per footnote: $2.20/share + 1 CVR) and 37,941 derivatives/options cancelled (cash = $2.20 minus exercise price per option, plus 1 CVR each).
• Form 4 shows the derivative line at $0.00 (common in merger-cancellation reporting); see Footnotes F1–F3 for the Arrangement Agreement terms.
• Shares owned after the transaction: not specified in the Form 4 filing.
• Filing appears timely (no late filing indicated).

Context

• This activity reflects a corporate transaction (acquisition by Xeno Acquisition Corp./XenoTherapeutics/ XOMA Royalty per the footnotes) rather than a typical insider market sale; retail investors should view it as part of the closing mechanics of the deal (cash-out and option cancellations) rather than a discretionary insider sell signal.
• For cancelled options, any cash received depends on each option’s exercise price; the Form 4 does not disclose those exercise prices, only the arrangement formula (see F3).