Forte Steve 4

What Happened

• Steve Forte, Chief Financial Officer of Repare Therapeutics (RPTX), disposed of a total of 1,167,586 shares and derivative instruments on January 28, 2026. The dispositions were made to the issuer/purchaser pursuant to an Arrangement Agreement under which the purchaser acquired all outstanding Repare common shares.
• Under the Arrangement Agreement, issued common shares were cashed out for $2.20 per share plus one non-transferable contingent value right (CVR) per share. Options and other derivative awards were cancelled in exchange for cash equal to $2.20 minus the applicable exercise price (plus one CVR per underlying share) or were otherwise cashed out as described in the agreement. The Form 4 shows several derivative disposals reported at $0.00 (these reflect cancellation lines; cash consideration is governed by the Arrangement Agreement).
• This transaction is a disposition (sale/cancellation) tied to the company acquisition, not an open‑market sell by the insider.

Key Details

• Transaction date: 2026-01-28 (reported on the Form 4 filed the same date).
• Total disposed: 1,167,586 shares/derivative units across multiple disposition entries.
• Cash consideration: Common shares were exchanged for $2.20 per share in cash plus one CVR per share; options were cancelled for $2.20 less exercise price plus one CVR per underlying share (see footnotes F1, F3, F4).
• Notable footnotes:
  • F1: Includes 31,510 shares underlying restricted stock units cancelled and exchanged for $2.20/share + one CVR each.
  • F2: Notes 2,000 shares were acquired previously under the employee stock purchase plan (August 15, 2025).
  • F3/F4: Transaction terms stem from the Arrangement Agreement with XenoTherapeutics/Purchaser and XOMA Royalty Corp.
• Shares owned after the transaction: not disclosed in this filing.
• Filing timeliness: filing shows the period and filing date as 2026-01-28 (no late filing indicated).

Context

• This was not a routine open-market sale but a corporate transaction (merger/arrangement) that resulted in cancellation or transfer of shares and derivative awards for cash and contingent value rights. For options/derivatives, the Form 4 reports disposals at $0.00 in several lines; the actual cash payoff for those instruments is determined by the Arrangement Agreement (cash equal to $2.20 minus exercise price where applicable).
• Such disposition filings tied to acquisitions typically reflect deal consideration rather than insider sentiment about the company’s future; they are administrative consequences of the merger agreement.