Ryan Martins - 30 Oct 2025 Form 4 Insider Report for 89bio, Inc. (ETNB)

Reporting relationship: Chief Financial Officer
Issuer ticker: ETNB
Reported as of: 30 Oct 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 30 Oct 2025, 20:28:17 UTC
Prior SEC filing: 23 Oct 2025
Source filing: View source filing
Reporting owner signature: /s/ Ryan A. Murr, as attorney-in-fact for Ryan Martins

Key filing fact

Ryan Martins filed Form 4 for 89bio, Inc. (ETNB) on 30 Oct 2025.

Key facts

This page summarizes Ryan Martins's Form 4 filing for 89bio, Inc. (ETNB).
8 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 30 Oct 2025, 20:28.

Change

Previous filing in this sequence was filed on 23 Oct 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 0001792018 Primary reporting owner

Martins Ryan

Relationship: Chief Financial Officer
Address: C/O 89BIO, INC., 655 MONTGOMERY STREET, SUITE 1500, SAN FRANCISCO
Signature: /s/ Ryan A. Murr, as attorney-in-fact for Ryan Martins
Signature date: 30 Oct 2025

Reported non-derivative transactions

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

ETNB transaction

Common Stock

Award

Transaction value: $0
Shares: +35,000
Change %: +10%
Price: $0.000000
Shares after: 374,295
Date: 30 Oct 2025
Ownership: Direct
Footnotes: F1

ETNB transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -374,295
Change %: -100%
Price
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Footnotes: F2, F3

Reported derivative securities

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

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -47,500
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 47,500
Exercise price: $32.50
Footnotes: F4, F5, F6

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -57,500
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 57,500
Exercise price: $23.01
Footnotes: F4, F5, F6

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -48,102
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 48,102
Exercise price: $4.44
Footnotes: F4, F5, F6

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -110,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 110,000
Exercise price: $14.70
Footnotes: F4, F5, F6

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -175,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 175,000
Exercise price: $9.98
Footnotes: F4, F5, F6

ETNB transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -300,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 30 Oct 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 300,000
Exercise price: $9.60
Footnotes: F4, F5, F6

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 6 footnotes

Footnote F1

Represents settlement by the Issuer of performance-based restricted stock units granted to the Reporting Person under the Company's Amended and Restated 2019 Equity Incentive Plan on September 9, 2022 and February 1, 2024, which vested as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger (as defined below), pursuant to the Merger Agreement (as defined below).

Footnote F2

Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 17, 2025, by and among 89bio, Inc. (the "Issuer"), Roche Holdings, Inc. ("Parent") and Bluefin Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"). On October 30, 2025, Parent and Merger Sub completed a tender offer pursuant to the terms of the Merger Agreement for all outstanding shares of common stock of the Issuer (each, a "Share") for an offer price of (i) $14.50 per Share in cash, without interest (the "Closing Amount") less any required withholding taxes, plus (ii) one non-tradeable contingent value right (each, a "CVR") representing the right to receive certain contingent payments of up to an aggregate amount of $6.00 per Share, in cash, without interest less any required withholding taxes, upon the achievement of specified milestones on or prior to the applicable milestone outside dates, [continues to Footnote 3]

Footnote F3

[continues from Footnote 2] subject to and in accordance with the terms of the Contingent Value Rights Agreement (the "CVR Agreement") (the Closing Amount plus one CVR, collectively, the "Offer Price"). Merger Sub thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding Share (other than any Excluded Shares (as such term is defined in the Merger Agreement)) was cancelled in exchange for the right to receive the Offer Price. In addition, as of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding restricted stock unit or performance-based restricted stock unit became fully vested and was cancelled in exchange for the right to receive the Offer Price.

Footnote F4

As of immediately prior to and conditioned upon the occurrence of the effective time of the Merger, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, an "Option") became fully vested and exercisable, and to the extent not exercised prior to the effective time of the Merger, was cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to the product of (A) an amount equal to the excess of the Closing Amount over the exercise price per Share with respect to such Option and (B) the number of Shares subject to such Option plus (ii) one CVR with respect to each Share subject to such Option (the "Option Consideration"); provided, however, that if the exercise price per Share of any Option was equal to or greater than the Closing Amount, but less than $20.50 (any such option, an "Out of the Money Option"), [continues to Footnote 5]

Footnote F5

[Continues from Footnote 4] such Out of the Money Option was not entitled to any payment of the Closing Amount in respect thereof and each Out of the Money Option was converted into the right to receive the CVR included in the Option Consideration with respect to each Share underlying such Out of the Money Option and became entitled to receive, at each time a milestone payment becomes due and payable under the terms of the CVR Agreement, an amount in cash equal to the product of (i) the number of Shares subject to such Out of the Money Option, and (ii) the amount, if any, by which (A) the Closing Amount plus the applicable milestone payment plus any other milestone payment that previously became due and payable under the terms of the CVR Agreement exceeds (B) the exercise price per Share with respect to such Out of the Money Option plus the amounts, [continues to Footnote 6]

Footnote F6

[Continues from Footnote 5] if any, paid to such Option holder with respect to such CVR in respect of any milestone payments that previously became due and payable under the terms of the CVR Agreement; provided further, that any Option with an exercise price that was equal to or greater than $20.50, was cancelled immediately prior to the effective time of the Merger without the receipt of any payment of the Closing Amount or CVR in respect thereof.