Pascale Witz - Jun 25, 2025 Form 4 Insider Report for Regulus Therapeutics Inc. (RGLS)

Role: Director
Signature: /s/ Christopher Aker, Attorney-in-Fact
Stock symbol: RGLS
Transactions as of: Jun 25, 2025
Transactions value $: $0
Form type: 4
Date filed: 6/27/2025, 05:12 PM
Previous filing: May 1, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Witz Pascale	Director	C/O REGULUS THERAPEUTICS INC., 4224 CAMPUS POINT CT., #210, SAN DIEGO	/s/ Christopher Aker, Attorney-in-Fact	2025-06-27	0001703723

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RGLS	Common Stock	Disposed to Issuer		-67.2K	-100%		0	Jun 25, 2025	Direct	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RGLS	Stock Option	Disposed to Issuer		-4.65K	-100%		0	Jun 25, 2025	Common Stock	4.65K	$6.40	Direct	F1, F2, F5
transaction	RGLS	Stock Option	Disposed to Issuer		-2.33K	-100%		0	Jun 25, 2025	Common Stock	2.33K	$8.80	Direct	F1, F2, F6
transaction	RGLS	Stock Option	Disposed to Issuer		-4K	-100%		0	Jun 25, 2025	Common Stock	4K	$9.90	Direct	F1, F2, F6
transaction	RGLS	Stock Option	Disposed to Issuer		-9K	-100%		0	Jun 25, 2025	Common Stock	9K	$2.70	Direct	F1, F2, F5
transaction	RGLS	Stock Option	Disposed to Issuer		-30K	-100%		0	Jun 25, 2025	Common Stock	30K	$1.45	Direct	F1, F2, F5
transaction	RGLS	Stock Option	Disposed to Issuer		-15K	-100%		0	Jun 25, 2025	Common Stock	15K	$1.36	Direct	F1, F2, F5
transaction	RGLS	Stock Option	Disposed to Issuer		-30K	-100%		0	Jun 25, 2025	Common Stock	30K	$2.01	Direct	F1, F2, F5
transaction	RGLS	Stock Option	Disposed to Issuer		-60K	-100%		0	Jun 25, 2025	Common Stock	60K	$2.01	Direct	F1, F2, F5
transaction	RGLS	Class A-2 Convertible Preferred Stock	Disposed to Issuer		-677	-100%		0	Jun 25, 2025	Common Stock	6.77K		Direct	F1, F2, F5, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Pascale Witz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2025 (the "Merger Agreement"), by and among Regulus Therapeutics Inc. (the "Issuer"), Redwood Merger Sub Inc. ("Merger Sub"), a wholly owned, indirect subsidiary of Novartis AG ("Parent"), and Parent. Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 (the "Shares"), in exchange for (a) $7.00 in cash per Share (the "Closing Amount"), subject to any applicable withholding and without interest thereon, plus (b) one contingent value right (each, a "CVR") per Share.
F2	Each CVR represents the right to receive one contingent payment of $7.00 in cash (the Closing Amount and one CVR, collectively, the "Offer Price"), subject to any applicable withholding and without interest thereon, upon the achievement of the milestone specified in, and on the other terms and subject to the other conditions set forth in, that certain CVR Agreement entered into between Parent and a rights agent. Effective as of June 25, 2025, Merger Sub merged with and into the Issuer (the "Effective Time"), with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
F3	Pursuant to the terms of the Merger Agreement, these Shares were converted into the right to receive the Offer Price.
F4	Pursuant to terms of the Merger Agreement, each restricted stock unit that was subject to vesting or forfeiture conditions that was outstanding immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such restricted stock unit immediately prior to the Effective Time by (B) the Closing Amount, plus (ii) one CVR with respect to each Share subject to such restricted stock unit immediately prior to the Effective Time.
F5	Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time with a per Share exercise price less than the Closing Amount (each, an "In-the-Money Option") was automatically canceled and terminated and converted into the right to receive (i) a payment in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (A) the aggregate number of Shares underlying such In-the-Money Option immediately prior to the Effective Time by (B) an amount equal to the Closing Amount less the per Share exercise price of such In-the-Money Option plus (ii) one CVR with respect to each Share subject to such In-the-Money Option immediately prior to the Effective Time.
F6	Pursuant to terms of the Merger Agreement, each stock option that was outstanding and unexercised with a per Share exercise price equal to or greater than the Closing Amount but less than $14.00 (each, an "Out-of-the-Money Option") was automatically canceled and terminated and converted into the right to receive one CVR with respect to each Share subject to such Out-of-the-Money Option immediately prior to the Effective Time, and therefore may become entitled to receive, as of the date of the Milestone Payment (as defined in the Merger Agreement), an amount in cash (without interest and subject to applicable withholding), if any, equal to the product obtained by multiplying (i) the aggregate number of CVRs received in respect of such Out-of-the-Money Option by (ii) an amount equal to $14.00, less the per Share exercise price of such Out-of-the-Money Option (provided if no Milestone Payment is made, then no payments will be made with respect to any Out-of-the-Money Option).
F7	Pursuant to terms of the Merger Agreement, each share of the preferred stock that was outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash (without interest and subject to applicable withholding) equal to the product obtained by multiplying (A) the aggregate number of Shares into which such shares of preferred stock are convertible immediately prior to the Effective Time, by (B) the Closing Amount; plus (ii) one CVR with respect to each Share into which such shares of preferred stock are convertible immediately prior to the Effective Time.