Ramasastry Saira 4

What Happened

• Director Saira Ramasastry disposed of a total of 264,101 shares on April 23, 2026 in connection with the closing of the Company’s merger with Servier. The Form 4 reports multiple "Disposition to the issuer (D)" entries covering 40,485 common shares and 223,616 shares-equivalent from options and RSUs. Under the merger agreement, each issued and outstanding share was paid $21.50 per share in cash (net to seller, subject to withholding), implying gross proceeds of about $5.68 million. The derivative items (stock options and RSUs) were converted/cashed out as part of the merger (options paid the difference between $21.50 and each option’s exercise price where applicable).

Key Details

• Transaction date: April 23, 2026 (merger closing)
• Price per share / Merger Consideration: $21.50 per share
• Total shares disposed (sum of common + derivative equivalents): 264,101
• Approximate gross proceeds: $21.50 × 264,101 ≈ $5,678,172 (before applicable withholding taxes)
• Transaction code: D (Disposition to the issuer — merger cash‑out)
• Treatment of derivatives: Options were fully vested and, along with RSUs, were canceled/converted into cash under the Merger Agreement (see footnotes). For options, payment equals the Merger Consideration minus the applicable exercise price.
• Filing timing: Reported with Form 4 dated April 23, 2026 (same date as the merger closing) — appears timely.
• Post-transaction position: The reported holdings listed on this Form 4 were disposed/cashed out in the Merger; common shares and the listed derivative awards were converted to the Merger Consideration per the filing.

Context

• This was a merger cash‑out, not an open‑market sale — insiders received the merger consideration rather than selling on the open market. Such dispositions are routine in deal closings and reflect contract terms of the acquisition, not necessarily a signal about the insider’s view of long‑term prospects.
• For options: note the payout is typically the difference between the deal price and the option strike (cash‑out), not a taxable stock sale of owned shares.
• RSUs and unvested awards were accelerated/treated per the Merger Agreement; see footnotes for vesting/cash‑out and deferral provisions that applied prior to/at closing.