VRTX: Material agreement · Company disclosure · Other company developments

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On July 6, 2026, Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“ Parent ”), Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”). Subject to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), each share of common stock of the Company, par value $0.001 per share (the “ Shares ”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Company or any subsidiary of the Company immediately prior to the Effective Time, Shares owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time, and Shares held by any person who is entitled to demand, and has properly demanded, appraisal in respect of such Shares pursuant to applicable law) will be canceled and automatically converted into the right to receive $85.00 per share in cash, without interest thereon and subject to applicable withholding taxes (the “ Merger Consideration ”). Immediately prior to the Effective Time, all outstanding unvested stock options and unvested restricted stock units of the Company will become fully vested, and at the Effective Time, each outstanding stoc