---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-064445"
form_type: "8-K"
ticker: null
cik: "0001773427"
company_name: "SpringWorks Therapeutics, Inc."
filed_at: "2025-07-01T23:59:59+00:00"
generated_at: "2026-05-18T10:17:11.869087+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Merck KGaA completes acquisition of SpringWorks Therapeutics for $47.00 per share

## Summary
- Merger closed on July 1, 2025; SpringWorks becomes wholly owned subsidiary of Merck KGaA.
- Shareholders received $47.00 per share in cash; shares of SWTX delisted from Nasdaq.
- Board of directors and officers resigned; new directors and officers appointed by Merck KGaA.
- Certificate of incorporation and bylaws amended and restated effective at closing.

## SEC filing metadata
- accession: 0001104659-25-064445
- form_type: 8-K
- cik: 0001773427
- company_name: SpringWorks Therapeutics, Inc.
- filed_at: 2025-07-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1773427/000110465925064445/0001104659-25-064445-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1773427/000110465925064445/tm2519396d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-064445
- JSON: https://secwatch.observer/filing/0001104659-25-064445.json
- Plain text: https://secwatch.observer/filing/0001104659-25-064445.txt

## Key facts
- Governance Changes
  SpringWorks Therapeutics, Inc.: Certificate of incorporation amended and restated in its entirety at the effective time of the merger.
  - Change: charter amendment
  source text: at the Effective Time, SpringWorks’ certificate of incorporation and bylaws were each amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1773427/000110465925064445/0001104659-25-064445-index.htm
- Governance Changes
  SpringWorks Therapeutics, Inc.: Bylaws amended and restated in their entirety at the effective time of the merger.
  - Change: bylaw amendment
  source text: at the Effective Time, SpringWorks’ certificate of incorporation and bylaws were each amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1773427/000110465925064445/0001104659-25-064445-index.htm
- M&A Transactions
  SpringWorks Therapeutics, Inc. completed an acquisition involving Merck KGaA, Darmstadt, Germany for the right to receive the Per Share Merger Consideration (closed 2025-07-01).
  - Action: acquisition
  - Counterparty: Merck KGaA, Darmstadt, Germany
  - Consideration: the right to receive the Per Share Merger Consideration
  - Closing: 2025-07-01
  source text: On July 1, 2025 (the “ Closing Date ”), Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“ Parent ”), completed the previously announced acquisition of SpringWorks Therapeutics, Inc., a Delaware corporation (the “ Company ” or “ SpringWorks ”), pursuant to the Agreement and Plan of Merger, dated April 27, 2025 (the “ Merger Agreement ”), by and among SpringWorks, Parent and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “ Merger ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1773427/000110465925064445/0001104659-25-064445-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.