SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gall Matthew

(Last)

(First)

(Middle)

C/O ITEOS THERAPEUTICS, INC.

321 ARSENAL STREET

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
iTeos Therapeutics, Inc. [ ITOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/29/2025		U⁽¹⁾⁽²⁾⁽³⁾		89,429	D	⁽¹⁾⁽²⁾⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.05	08/29/2025		D⁽⁴⁾			9,063	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	9,063	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$7.05	08/29/2025		D⁽⁴⁾			135,937	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	135,937	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$6.16	08/29/2025		D⁽⁵⁾			42,388	⁽⁵⁾	⁽⁵⁾	Common Stock	42,388	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$6.16	08/29/2025		D⁽⁵⁾			8,123	⁽⁵⁾	⁽⁵⁾	Common Stock	8,123	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$6.16	08/29/2025		D⁽⁵⁾			252,135	⁽⁵⁾	⁽⁵⁾	Common Stock	252,135	⁽⁵⁾	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 18, 2025, by and among iTeos Therapeutics, Inc. (the "Company"), Concentra Biosciences LLC ("Parent"), and Concentra Merger Sub VIII, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Parent completed a tender offer for shares of common stock of the Company ("Shares") and thereafter, the Merger Sub merged with and into the Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding Share was canceled and converted into the right to receive (i) $10.047 in cash per share (the "Cash Amount"); plus (ii) one non-transferable contractual contingent value right per share (each, a "CVR"), without interest and subject to applicable withholding of taxes.

2. The amount reported in Column 4 includes 65,000 restricted stock units of the Company ("Company Restricted Stock Units," and each such restricted stock unit, a "Company Restricted Stock Unit"). Pursuant to the actions of the of the Compensation and Leadership Development Committee of the Board of Directors of the Company (the "Committee") and in accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, (A) each Company Restricted Stock Unit that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with,

3. (Continued from footnote 2) or within a specified time following, a sale of the Company (each such Company Restricted Stock Unit, an "Accelerated Vesting Restricted Stock Unit") that was then outstanding but not then vested became immediately vested in full and (B) each Accelerated Vesting Restricted Stock Unit that was then outstanding was canceled and, in exchange therefor, the holder of such canceled Company Restricted Stock Unit became entitled to receive in consideration of the cancellation of such Company Restricted Stock Unit (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the Cash Amount and (y) one CVR.

4. Pursuant to the actions of the of the Committee and in accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, each option to purchase Shares from the Company ("Company Stock Options," and each such option, a "Company Stock Option") that was then outstanding but not then vested or exercisable and that was held by a Company service provider who was subject to an individual employment or other agreement and/or a Company severance and change in control plan or agreement that provides for accelerated vesting of time-based equity awards upon the occurrence of a sale of the Company or a qualifying termination of employment or service in connection with, or within a specified time following, a sale of the Company became immediately vested and exercisable in full.

5. In accordance with the terms of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders, each Company Stock Option that had an exercise price per share that is less than the Cash Amount (each, an "In-the-Money Option") that was then outstanding was canceled and, in exchange therefor, the holder of such canceled In-the-Money Option became entitled to receive in consideration of the cancellation of such In-the-Money Option (x) an amount in cash without interest, subject to any applicable tax withholding, equal to the product obtained by multiplying (1) the excess of the Cash Amount over the exercise price per Share underlying such In-the-Money Option by (2) the number of Shares underlying such In-the-Money Option as of immediately prior to the Effective Time and (y) one CVR for each Share underlying such In-the-Money Option.

	/s/ Adi Osovsky, as Attorney-in-Fact	08/29/2025
	** Signature of Reporting Person	Date
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Chief Financial Officer Gall Matthew closing all direct ownership in the company (SEC Form 4)