Badreddin Edris - 01 Jul 2025 Form 4 Insider Report for SpringWorks Therapeutics, Inc. (SWTX)

Reporting relationship: Chief Operating Officer
Issuer ticker: SWTX
Reported as of: 01 Jul 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Jul 2025, 16:26:13 UTC
Prior SEC filing: 18 Jun 2025
Next SEC filing: 23 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Francis I. Perier, Jr. as Attorney-in Fact

Key filing fact

Badreddin Edris filed Form 4 for SpringWorks Therapeutics, Inc. (SWTX) on 02 Jul 2025.

Key facts

This page summarizes Badreddin Edris's Form 4 filing for SpringWorks Therapeutics, Inc. (SWTX).
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 02 Jul 2025, 16:26.

Change

Previous filing in this sequence was filed on 18 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001786966 Primary reporting owner

Edris Badreddin

Relationship: Chief Operating Officer
Address: C/O SPRINGWORKS THERAPEUTICS, INC., 100 WASHINGTON BLVD., STAMFORD
Signature: /s/ Francis I. Perier, Jr. as Attorney-in Fact
Signature date: 02 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SWTX transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -169,712
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Footnotes: F1, F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SWTX transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -33,778
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 33,778
Exercise price
Footnotes: F1, F5, F6

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -3,868
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 3,868
Exercise price: $1.65
Footnotes: F1, F7, F8

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -149,470
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 149,470
Exercise price: $2.30
Footnotes: F1, F7, F8

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -100,000
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price: $33.66
Footnotes: F1, F7, F8

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -240,000
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 240,000
Exercise price: $27.64
Footnotes: F1, F7, F8

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -120,000
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 120,000
Exercise price: $38.40
Footnotes: F1, F7, F8

SWTX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -78,960
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 78,960
Exercise price: $43.00
Footnotes: F1, F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Badreddin Edris is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2025 (the "Merger Agreement"), by and among the Issuer, Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer effective as of July 1, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

Includes 66,931 shares underlying restricted stock units (each, an "RSU") granted under the Issuer's 2019 Stock Option and Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Issuer common stock.

Footnote F3

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled and automatically converted into the right to receive $47.00 in cash, without interest and subject to any required tax withholding (the "Merger Consideration").

Footnote F4

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding RSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such RSU multiplied by (ii) the total number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time (each a "Parent Cash-Based RSU Award"). Each Parent Cash-Based RSU Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such RSU immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based RSU Award will vest, subject to the applicable holder's continued employment with Parent through such date.

Footnote F5

Represents restricted share units subject to performance-based vesting conditions (each, a "PSU") granted under the Plan. Each PSU represents a contingent right to receive one share of Issuer common stock.

Footnote F6

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding PSU, whether vested or unvested, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the Merger Consideration payable with respect to such PSU multiplied by (ii) the total number of shares of Issuer common stock subject to any such PSU immediately prior to the Effective Time that vests based on the achievement of performance levels determined in accordance with the applicable PSU award agreement.

Footnote F7

Pursuant to the terms of the Merger Agreement, at the Effective Time, each vested outstanding option to purchase shares of Issuer common stock immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time. Each unvested option outstanding was cancelled and automatically converted into the right to receive an amount in cash, without interest and subject to any required tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the total number of shares of (Continued in footnote 8)

Footnote F8

(Continued from footnote 7) Issuer common stock subject to such option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the per share exercise price of the shares subject to such option award immediately prior to the Effective Time (each a "Parent Cash-Based Option Award"). Each Parent Cash-Based Option Award will generally vest in accordance with the vesting terms that applied to the corresponding portion of such option award immediately prior to the Effective Time; provided, that on the nine-month anniversary of the closing date of the Merger, 50% of each then-unvested tranche of each Parent Cash-Based Option Award will vest, subject to the applicable holder's continued employment with Parent through such date. Any outstanding option, whether vested or unvested, to purchase shares of Issuer common stock with an exercise price per share greater than $47.00 was cancelled at the Effective Time for no consideration or payment.