Vertex completes $85-a-share cash buyout of Crinetics

This is a close, not a new handshake.

Crinetics Pharmaceuticals, Inc. (Nasdaq: CRNX) filed an 8-K dated September 1, 2026. The introductory note points back to a July 6, 2026 Form 8-K: that day Crinetics signed an Agreement and Plan of Merger with Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) and Clark Merger Sub, Inc., a wholly owned Vertex subsidiary.

On September 1 — the Closing Date — Merger Sub merged into Crinetics. Crinetics continued as the surviving corporation and as a wholly owned subsidiary of Vertex.

What closed

At the Effective Time, each outstanding share of Crinetics common stock (other than excluded treasury, Parent-held, and appraisal shares) was canceled and converted into the right to receive $85.00 per share in cash, without interest, subject to withholding taxes. That is the Merger Consideration. The 8-K does not print a CVR or stock mix.

Immediately before the Effective Time, outstanding unvested stock options and unvested restricted stock units became fully vested. In-the-money options converted into cash equal to $85.00 minus the exercise price, less withholding. Each RSU converted into $85.00 cash per underlying share, less withholding. Options with an exercise price at or above $85.00 were canceled for no consideration. The filing does not print how many awards that covered.

As of the Effective Time, Crinetics’ directors resigned. Charles Wagner became sole director of the surviving corporation and its president; Prasanna Thombre, treasurer; Omar White, secretary. Incumbent officers were removed. Those resignations, the 8-K says, were not the result of a disagreement over operations, policies, or practices.

The cash

Item 5.01: "The aggregate consideration paid by Parent in connection with the Merger was approximately $10.0 billion, which was funded using a combination of cash on hand and borrowings under Parent’s term loan credit agreement."

About $10.0 billion is Vertex’s figure in the Crinetics filing. The 8-K does not split how much came from cash and how much from the term loan.

The July 6 Merger Agreement is Exhibit 2.1 to that earlier 8-K, incorporated by reference. July terms beyond what the September 1 filing states stay with that earlier exhibit.

Nasdaq

In connection with the close, Crinetics asked Nasdaq to suspend trading in its common stock effective before the open on the Closing Date. After the Effective Time that same day, it notified Nasdaq the merger had closed and asked Nasdaq to file a Form 25 to delist CRNX and deregister it under Exchange Act Section 12(b). After the Form 25 is effective, Crinetics intends to file a Form 15 to end Section 12(g) registration and suspend Exchange Act reporting under Sections 13 and 15(d).

Holders of the canceled shares ceased to have stockholder rights other than the right to the cash. CRNX is not an ongoing Nasdaq listing after that path.

Equity plans tied to the old public company — including the 2018 Employee Stock Purchase Plan, the June 2024 sales agreement with SVB Leerink and Cantor Fitzgerald, and named incentive award plans called out in Item 1.02 — were terminated as of the Effective Time as the filing describes.