Form PREM14A Crinetics Pharmaceutical For: Jul 21

You are cordially invited to attend a special meeting of shareholders (together with any adjournments or postponements thereof, the “Special Meeting”) of Crinetics Pharmaceuticals, Inc., a Delaware corporation (“Crinetics,” “we,” “us” or “our”), to be held virtually via live webcast on [•], 2026, at [•], Pacific Time ([•], Eastern Time) (unless the Special Meeting is adjourned or postponed). You may attend the Special Meeting via the Internet by live webcast at www.virtualshareholdermeeting.com/CRNX2026SM, where you will also be able to vote. Please note that you will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement, which is first being mailed on or about [•], 2026, to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting. Formal notice of the Special Meeting, a proxy statement, and a proxy card accompany this letter.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 6, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among Crinetics, Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (“Vertex”), and Clark Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Vertex (“Merger Sub”) (the “Merger Proposal”). At the Special Meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may be paid or become payable by Crinetics to its named executive officers that is based on or otherwise relates to the Merger (as defined below) (the “Compensation Proposal”) and a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional votes if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Crinetics (the “Merger”), with Crinetics surviving the Merger as a wholly owned subsidiary of Vertex. If you are a Crinetics shareholder and the Merger is completed, each of your shares of common stock, par value $0.001, of Crinetics (the “common stock”) will be converted into the right to receive $85.00 per share, in cash, without interest (the “Merger Consideration”) and subject to any applicable withholding taxes (unless you are entitled to demand and have properly demanded appraisal in respect of your shares of common stock under Section 262 of the Delaware General Corporation Law (the “DGCL”)).

Crinetics’ Board of Directors (the “Board of Directors”), after consulting with our financial advisors and outside legal counsel and reviewing and considering various factors described in the enclosed proxy statement, unanimously (1) determined that the Merger and the other transactions contemplated pursuant to the Merger Agreement (the “Transactions”) are fair to, and in the best interests of, Crinetics and its shareholders; (2) duly authorized and approved and declared advisable the Merger, the Merger Agreement and the execution, delivery and performance by Crinetics of the Merger Agreement and the consummation by Crinetics of the Transactions; (3) directed that the Merger Agreement be submitted to holders of Crinetics common stock for adoption; and (4) recommended the adoption of the Merger Agreement by the holders of Crinetics common stock.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger

Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card.

If you hold your shares of our common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any voting instruction form that you have previously submitted.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. Shareholders who return an unmarked proxy card will be deemed to have voted in favor of the adoption of the Merger Agreement or consented thereto in writing and will therefore not be entitled to demand appraisal of their shares pursuant to the Merger Agreement and/or Section 262 of the DGCL.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock entitled to vote as of the close of business on [•], 2026, which is the record date for the Special Meeting.

The enclosed proxy statement is also available through the “SEC Filings” section of our Investors website at https://ir.crinetics.com/financials/sec-filings/default.aspx.

If you have any questions or need assistance voting your shares of our common stock, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the adoption of the Merger Agreement or any other transaction described in the accompanying proxy statement, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2026 and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2026.

Notice is hereby given that a special meeting of shareholders (including any adjournments or postponements thereof, the “Special Meeting”) of Crinetics Pharmaceuticals, Inc., a Delaware corporation (“Crinetics,” “we,” “us” or “our”), will be held on [•], 2026, at [•], Pacific Time ([•], Eastern Time) (unless the Special Meeting is adjourned or postponed). Crinetics shareholders will be able to attend the Special Meeting via the Internet by live webcast at www.virtualshareholdermeeting.com/CRNX2026SM, where you will also be able to vote. Please note that you will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “attendance at the Special Meeting” or “present at the Special Meeting” mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

The foregoing matters are more fully described in the accompanying proxy statement. The accompanying proxy statement, as well as the Merger Agreement attached thereto as Annex A and all other exhibits and annexes attached thereto, are hereby incorporated by reference in this notice.

Only Crinetics shareholders of record as of the close of business on [•], 2026 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof. Any shareholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such shareholder’s behalf.

Your vote is very important, regardless of the number of shares of our common stock that you own. We cannot complete the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of our common stock entitled to vote as of the close of business on [•], 2026, which is the record date for the Special Meeting.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone by following the instructions on the enclosed proxy card. If you hold your shares of our common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. If you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy or voting instruction form that you have previously submitted. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED; (2) VIA THE INTERNET; OR (3) BY TELEPHONE. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares of our common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares of our common stock in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you attend the Special Meeting and vote online during the Special Meeting, your vote will revoke any proxy or voting instruction form that you previously submitted.

If you fail to (1) return your signed proxy card or voting instruction form; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of our common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement and the full text of the annexes to this proxy statement and the documents we refer to in this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger, the Merger Agreement and the Special Meeting. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 related to Crinetics, Vertex and the Transactions that are subject to risks, uncertainties and other factors. While Crinetics believes the forward-looking statements contained in this proxy statement are accurate, these forward-looking statements represent the beliefs of Crinetics only as of the date of this proxy statement, and there are a number of risks and uncertainties that could cause actual events or results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. Forward-looking statements are not purely historical and may be accompanied by words such as “anticipates,” “may,” “forecasts,” “expects,” “intends,” “plans,” “potentially,” “believes,” “seeks,” “estimates,” and other words and terms of similar meaning. Such statements may relate to, but are not limited to: the benefits of Vertex’s proposed acquisition of Crinetics and associated integration plans; the expected timing of the completion of the Transactions; the commercial potential of PALSONIFY and the anticipated potential of atumelnant and Crinetics’ other pipeline assets, including the potential for PALSONIFY to redefine the treatment paradigm in acromegaly and for atumelnant to become the leading therapy for people struggling with CAH; expectations that the Transactions will accelerate Vertex’s revenue growth and enhance Vertex’s long-term earnings profile, including the potential for more than $5 billion in annual revenue, and support Vertex’s goal of sustained double digit revenue growth; expectations that the Transactions will become accretive to non-GAAP operating income in 2029; expectations for Vertex’s financing of the Transactions, including support by the fully committed bridge financing; and any assumptions underlying any of the foregoing.

Forward-looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: the occurrence of any event or circumstance that could give rise to the right of Crinetics or Vertex to terminate the Merger Agreement, including circumstances requiring payment of a termination fee pursuant to the Merger Agreement; failure to obtain applicable regulatory or Crinetics’ shareholder approval in a timely manner or otherwise; the risk that the Transactions may not close in the anticipated timeframe or at all due to one or more of the other closing conditions not being satisfied or waived; the possibility that competing offers will be made; the risk that there may be unexpected costs, charges or expenses resulting from the Transactions; risks related to the ability of Crinetics and Vertex to successfully integrate the businesses and the possibility that integration may be more difficult, time consuming or costly than expected; risk that the Transactions disrupt Crinetics’ or Vertex’s current plans and operations; the risk that certain restrictions during the pendency of the Transactions may impact Crinetics’ ability to pursue certain business opportunities or strategic transactions; risks related to disruption of each company’s management’s time and attention from ongoing business operations due to the Transactions; the risk that any announcements relating to the Transactions could have adverse effects on the market price of Crinetics’ and/or Vertex’s common stock, credit ratings or operating results; the risk of litigation that could be instituted against the parties or their respective directors, managers or officers and/or regulatory actions related to the Transactions, including the effects of any outcomes related thereto; the effects of the Transactions on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the impact of competitive products and pricing; that Vertex may not realize the potential benefits of the Transactions; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; and actual or contingent liabilities related to the Transactions. In addition, the product candidates being developed by Crinetics are subject to all the risks inherent in the drug development process, and there can be no assurance that the development of these product candidates will be commercially successful. Forward-looking statements in this proxy statement should be evaluated together with the many uncertainties that affect Vertex’s and Crinetics’ businesses, particularly those risks listed under the heading “Risk Factors” and the other cautionary factors discussed in the parties’ periodic reports filed with the SEC, including Vertex’s and Crinetics’ annual reports on Form 10-K for the year ended December 31, 2025, and quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on the SEC’s website at www.sec.gov. Undue reliance should not be placed on these statements. All forward-looking statements are based on information currently available to Crinetics, and Crinetics disclaims any obligation to update the information contained in this proxy statement as new information becomes available, except as required by law.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

We will hold the Special Meeting on [•], 2026, at [•], Pacific Time ([•], Eastern Time) (unless the Special Meeting is adjourned or postponed). You can virtually attend and vote in the Special Meeting by accessing a live webcast using the Internet at www.virtualshareholdermeeting.com/CRNX2026SM. Please note that you will not be able to attend the Special Meeting physically in person. Instructions on how to attend and participate online are provided on the proxy card. We expect check-in to be available starting around [•], Pacific Time ([•], Eastern Time) on the day of the Special Meeting, [•], and you should allow ample time for online check-in proceedings. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

At the Special Meeting, we will ask shareholders to vote to approve (1) the Merger Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal.

Only shareholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were [•] shares of our common stock outstanding and entitled to vote at the Special Meeting. A complete list of registered shareholders as of the close of business on the Record Date will be available for inspection during ordinary business hours by shareholders of record 10 days prior to the Special Meeting at our principal business offices at 6055 Lusk Boulevard, San Diego, California 92121.

A majority of the issued and outstanding shares of our common stock entitled to vote, present virtually at the Special Meeting or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional votes.

Each Crinetics shareholder will be entitled to one vote for each share of our common stock that such shareholder owns as of the close of business on the Record Date on each proposal to be acted upon at the Special Meeting. The affirmative vote of the holders of at least a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the Record Date is required to approve the Merger Proposal. As of the Record Date, [•] votes constitute at least a majority of the outstanding shares of our common stock entitled to vote on the Merger Proposal. Shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal. Approval of the Merger Proposal by our shareholders is a condition to the closing of the Transactions.

The approval of the Compensation Proposal, on a non-binding, advisory basis, requires the affirmative vote of at least a majority of the votes cast for or against the matter at the Special Meeting by shareholders entitled to vote as of the close of business on the Record Date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Compensation Proposal. Abstentions will have no effect on the Compensation Proposal as they are not considered votes cast. Approval of the Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

The approval of the Adjournment Proposal, if necessary or appropriate, requires the affirmative vote of at least a majority of the votes cast for or against the matter at the Special Meeting by shareholders entitled to vote as of the close of business on the Record Date. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and broker non-votes will have no effect on the outcome of the Adjournment Proposal. Abstentions will have no effect on the Adjournment Proposal as they are not considered votes cast. Approval of the Adjournment Proposal is advisory and non-binding and is not a condition to the completion of the Merger.

If you fail to (1) return your signed proxy card or voting instruction form; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting and vote online during the meeting, your shares of our common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Crinetics does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide them with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of our common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee on how to vote your shares of our common stock will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present at the Special Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of our common stock, representing approximately [•]% of the shares of our common stock outstanding on the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of our common stock: (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If you are a shareholder of record (that is, if your shares of our common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:

You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares of our common stock according to your directions.

Voting instructions are included on your proxy card. All shares of our common stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the shareholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If you are a beneficial owner and your shares of our common stock are held in “street name” through a bank, broker or other nominee, there are three potential ways to vote:

If you do not return your bank’s, broker’s or other nominee’s voting instruction form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote online, it will have the same effect as if you voted “AGAINST” the Merger Proposal but, assuming a quorum is present at the Special Meeting, will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of our common stock by proxy. Whether you are a record holder or a beneficial owner, you may still vote your shares of our common stock online at the Special Meeting even if you have previously voted by proxy or by returning your voting instruction form to your bank, broker or other nominee. If you are present at the Special Meeting virtually and vote online during the Special Meeting, your previous vote by proxy or by returning your voting instruction form to your bank, broker or other nominee will not be counted.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting virtually, in the absence of voting online during the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of our common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote, or you may vote online during the Special Meeting.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional votes, will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Board of Directors, after consulting with our financial advisors and outside legal counsel and reviewing and considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) determined that the Merger and the Transactions are fair to, and in the best interests of, Crinetics and its shareholders; (2) duly authorized and approved and declared advisable the Merger, the Merger Agreement and the execution, delivery and performance by Crinetics of the Merger Agreement and the consummation by Crinetics of the Transactions; (3) directed that the Merger Agreement be submitted to holders of Crinetics common stock for adoption; and (4) recommended the adoption of the Merger Agreement by the holders of Crinetics common stock.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The expense of soliciting votes will be borne by Crinetics. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, as the Proxy Solicitor to solicit votes in connection with the Special Meeting at a cost of up to approximately $112,500, plus reimbursement of fees and expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to such beneficial owners. Votes may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by our shareholders of the Merger Proposal, we anticipate, but cannot guarantee, that the Merger will be consummated in the third quarter of 2026.

If the Merger is completed, shareholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares of our common stock and do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights (by withdrawal, failure to perfect or otherwise) will be entitled to appraisal rights in connection with the Merger so long as they comply fully with Section 262. This means that shareholders are entitled to have their shares of our common stock appraised by the Delaware Court of Chancery and to receive in lieu of the Merger Consideration payment in cash of the amount determined by the Delaware Court of Chancery to be the “fair value” of their shares of our common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply fully with the procedures established by Section 262. Due to the complexity of the appraisal process, shareholders who wish to seek appraisal of their shares of our common stock are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Shareholders considering seeking appraisal should be aware that the fair value of their shares of our common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the Merger Consideration.

Shareholders wishing to exercise the right to seek an appraisal of their shares of our common stock must do ALL of the following:

Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” and Section 262, the relevant section of the DGCL regarding appraisal rights, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures.

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy materials with respect to two or more shareholders sharing the same address by delivering a single set of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. A single set of proxy materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

We will promptly deliver a separate copy of this proxy statement to any shareholder upon request submitted in writing to us at our principal offices at Crinetics Pharmaceuticals, Inc., 6055 Lusk Boulevard, San Diego, CA 92121, Attention: Corporate Secretary or by calling (858) 450-6464.

If two or more shareholders sharing the same address are currently receiving multiple copies of this proxy statement and would like to receive only one copy for their household, the shareholders should contact their bank, broker or other nominee record holder, or contact us as instructed above.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of our common stock, please contact our Proxy Solicitor:

We are asking you to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Crinetics, and Crinetics will become a wholly owned subsidiary of Vertex.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections of this proxy statement captioned “The Merger” and “The Merger Agreement.” This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully and in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote by holders of at least a majority of the outstanding shares of our common stock in favor of this Merger Proposal. If you abstain from voting, fail to cast your vote (online during the Special Meeting or by proxy) or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the Merger Proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Rule 14a-21(c) thereunder, requires that we provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger and/or the other Transactions, as disclosed in the section of this proxy statement captioned “The Merger—Interests of Crinetics’ Directors and Executive Officers in the Merger”.

We are asking shareholders to indicate their approval of the various items of compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger and/or the other Transactions. These payments are set forth in the section of this proxy statement captioned “The Merger—Interests of Crinetics’ Directors and Executive Officers in the Merger—Golden Parachute Compensation,” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Crinetics’ overall compensation program for our named executive officers.

Accordingly, we are seeking approval of the following resolution at the Special Meeting, on an advisory, non-binding basis:

“RESOLVED, that the shareholders of Crinetics Pharmaceuticals, Inc. hereby approve, on a nonbinding, advisory basis, the compensation that will or may be paid or become payable to Crinetics’ named executive officers that is based on or otherwise relates to the Merger and/or the other Transactions as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the proxy statement captioned ‘The Merger—Interests of Crinetics’ Directors and Executive Officers in the Merger—Golden Parachute Compensation,’ including the associated narrative discussion, and the agreements, plans, arrangements or understandings pursuant to which such compensation will or may be paid or become payable.”

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal to approve the Merger. Accordingly, if you are a shareholder, you may vote to approve the Merger Proposal, and vote not to approve the Compensation Proposal, and vice versa. Shareholders should note that the approval of this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Crinetics, the Board of Directors, Vertex or the named executive officers. Further, certain payments under the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions of the underlying plans and agreements and the Merger Agreement. Approval of this proposal requires the affirmative vote of the holders of at least a majority in voting power of the votes cast affirmatively or negatively on the proposal at the Special Meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on this proposal.

We are asking you to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to solicit additional votes if there are not sufficient votes to approve the adoption of the Merger Agreement at the time of the Special Meeting. If shareholders approve this Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional votes, including proxies from shareholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the approval of the Merger Proposal and seek to convince the shareholders of those shares of our common stock to change their votes to votes in favor of approval of the Merger Proposal. Additionally, our amended and restated bylaws provide that the Board of Directors shall have the power to postpone or adjourn any meeting of Crinetics shareholders to another place, if any, date and time, and the Board of Directors may elect to exercise this postponement or adjournment authority whether or not the Adjournment Proposal has been approved.

We do not anticipate calling a vote on this proposal if the Merger Proposal is approved by at least a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the Record Date. Approval of this proposal requires the affirmative vote of the holders of at least a majority in voting power of the votes cast affirmatively or negatively on the proposal at the Special Meeting. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on this proposal.

This discussion of the Merger Agreement and the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read and consider the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Crinetics is a pharmaceutical company committed to transforming the treatment of endocrine diseases and endocrine-related tumors through science rooted in patient needs. Crinetics is focused on discovering, developing, and commercializing novel therapies, with a core expertise in targeting GPCRs with small molecules that have specifically tailored pharmacology and properties.

Crinetics maintains a website at www.crinetics.com. Crinetics’ common stock, par value $0.001, is listed on Nasdaq under the symbol “CRNX.”

Vertex is a global biotechnology company that invests in scientific innovation to create transformative medicines for people with serious diseases, with a focus on specialty markets. Vertex has seven approved medicines: five that treat the underlying cause of CF, a life-threatening genetic disease, one that treats SCD and transfusion dependent beta thalassemia, life shortening inherited blood disorders, and one that treats moderate-to-severe acute pain. Vertex is also preparing for the anticipated launch of povetacicept, a potential treatment for IgA nephropathy. Vertex’s clinical-stage pipeline spans a range of programs targeting CF, SCD, beta thalassemia, neuropathic pain, type 1 diabetes, IgA nephropathy, primary membranous nephropathy and other autoimmune diseases and cytopenias, APOL1-mediated kidney disease, autosomal dominant polycystic kidney disease and myotonic dystrophy type 1, reflecting Vertex’s commitment to addressing significant unmet medical needs globally.

Vertex maintains a website at www.vrtx.com. Vertex’s common stock, par value $0.01, is listed on Nasdaq under the symbol “VRTX.”

Merger Sub is a wholly owned subsidiary of Vertex and was formed on June 26, 2026, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions.

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, at the Effective Time, Merger Sub will merge with and into Crinetics, and Crinetics will continue as the Surviving Corporation and a wholly owned subsidiary of Vertex. As a result of the Merger, our common stock will no longer be publicly traded, will be delisted from Nasdaq and will be deregistered under the Exchange Act, and Crinetics will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such other time as we and Vertex may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by our shareholders or if the Merger is not completed for any other reason, shareholders will not receive any payment for their shares in connection with the Merger. Instead, Crinetics will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that shareholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Crinetics operates and risks related to adverse economic conditions.

Upon termination of the Merger Agreement under specified circumstances, Crinetics will be required to pay Vertex a termination fee of $350,474,425 in cash. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Expenses; Termination Fee.”

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, it is likely that the price of our common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of our common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Crinetics’ business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not adopted by our shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Crinetics’ business, prospects or results of operations will not be adversely impacted.

At the Effective Time, each outstanding share of our common stock (other than the Excluded Shares and the Appraisal Shares) will be converted into the right to receive the Merger Consideration.

After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a shareholder (except that shareholders who properly exercise and perfect, and do not subsequently withdraw, their appraisal rights will have the right to receive a payment in lieu of the Merger Consideration for the “fair value” of their shares of our common stock as determined pursuant to an appraisal proceeding as contemplated by Section 262, as described in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

At the direction of the Board of Directors, Crinetics management regularly prepares assessments of Crinetics’ performance and long-term strategic plan in light of its business, clinical and commercial developments and industry changes, which Crinetics management then reviews with the Board of Directors. These assessments have included consideration, from time to time, of changes to Crinetics’ long-term strategic plan, as well as potential partnerships, collaborations and other strategic transactions with third parties, in each case to enhance shareholder value.

On January 12, 2026, representatives of Crinetics and representatives of Vertex’s External Innovation team met to discuss non-confidential information related to one of Crinetics’ product candidates as part of ordinary course business development activity during the 2026 J.P. Morgan Healthcare Conference.

On March 14, 2026, a senior representative of Vertex reached out to Dr. R. Scott Struthers, Crinetics’ president and chief executive officer, to discuss Vertex’s interest in a potential transaction.

On March 24, 2026, a senior representative of Vertex informed Dr. Struthers that Vertex intended to submit a proposal to acquire Crinetics. Later that day, Vertex delivered to Dr. Struthers a written, non-binding proposal, which we refer to as the March 24 Proposal, to acquire 100% of the issued and outstanding shares of Crinetics for $78.00 per share in cash, which represented a 125% premium to our closing share price on March 23, 2026, the last trading day prior to the March 24 Proposal. Following receipt of the March 24 Proposal, the Board of Directors was informed of the March 24 Proposal and was thereafter regularly updated with respect to developments regarding a potential transaction.

On March 25 and 26, 2026, Crinetics retained Leerink Partners and J.P. Morgan, respectively, as financial advisors with respect to Crinetics’ evaluation of a potential transaction. Crinetics retained J.P. Morgan based on, among other things, its

experience, qualifications and reputation in connection with the valuation of businesses and their securities in connection with mergers and acquisitions, including advising on transactions such as the proposed Merger, its qualifications and reputation in connection with such matters and its longstanding relationship and familiarity with Crinetics and expertise in the pharmaceutical industry. Crinetics retained Leerink Partners based upon, among other things, its longstanding relationship and familiarity with Crinetics and its business, as well as Leerink Partners’ experience and expertise in the pharmaceutical industry and experience advising on transactions such as the proposed Merger.

On March 27, 2026, the Board of Directors held a special meeting at which members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Morrison & Foerster LLP, legal counsel to Crinetics and which we refer to as Morrison & Foerster, were present. Representatives of Morrison Foerster reviewed with the Board of Directors its fiduciary duties. At the meeting, the Board of Directors reviewed the financial and other terms of the March 24 Proposal. To facilitate evaluation of the March 24 Proposal, the Board of Directors directed (i) Crinetics management to accelerate preparation of a comprehensive update to Crinetics’ September 2025 long-range plan (which the Board of Directors had directed management to prepare prior to receipt of the March 24 Proposal), and (ii) representatives of J.P. Morgan and Leerink Partners to prepare preliminary financial analyses of the March 24 Proposal.

On April 1 and April 3, 2026, representatives of Leerink Partners and J.P. Morgan, respectively, provided relationship disclosures to Crinetics.

On April 3, 2026, the Board of Directors held a special meeting at which members of Crinetics management, representatives of J.P. Morgan and Leerink Partners, representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP, legal counsel to Crinetics and which we refer to as Paul, Weiss, and representatives of Morrison & Foerster were present. Representatives of Paul, Weiss reviewed with the Board of Directors its fiduciary duties. At the meeting, the Board of Directors reviewed a preliminary updated, long-range plan prepared by Crinetics management, which we refer to as the April 3 Preliminary Management Forecasts, and considered and discussed (i) Crinetics’ products and product candidates, (ii) the differences between the April 3 Preliminary Management Forecasts and the September 2025 long-range plan, (iii) management’s preliminary assumptions with respect to, among other things, patient share, addressable market, launch year and pricing for products and product candidates and (iv) the execution and other risks associated with Crinetics achieving financial results consistent with the April 3 Preliminary Management Forecasts. Following discussion, the Board of Directors directed Crinetics management to continue to review and, as needed, make adjustments to the April 3 Preliminary Management Forecasts based upon, among other things, additional clinical and commercial data expected to become available as well as input from the Board of Directors and the Crinetics management team.

Between April 3, 2026 and April 21, 2026, at the Board of Directors’ direction, members of the Crinetics management team continued to update the April 3 Preliminary Management Forecasts based upon, among other things, additional clinical and commercial data and input from members of the Crinetics management team and the Board of Directors.

On April 4, 2026, a senior representative of Vertex emailed Dr. Struthers requesting feedback on the March 24 Proposal. Later that day, Dr. Struthers replied and confirmed that Vertex should expect to hear from Crinetics in the near future.

On April 5, 2026, the Board of Directors held a special meeting at which members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster were present. At the meeting, the Board of Directors (i) reviewed preliminary financial analyses prepared by J.P. Morgan and Leerink Partners, (ii) discussed the various assumptions underlying such preliminary financial analyses, (iii) discussed various potential responses to the March 24 Proposal, and the benefits and considerations associated with each and (iv) considered the expectation that, given the March 24 Proposal was Vertex’s initial proposal, Vertex would likely be willing to improve its proposal. Following discussion, the Board of Directors considered whether the March 24 Proposal reflected the potential long-term value of the Company and determined that, notwithstanding that the offer reflected a significant premium, it would reject the offer and seek a significantly improved proposal in the interest of maximizing the value Crinetics shareholders received. The Board of Directors authorized Dr. Struthers to convey this message to Vertex.

On April 6, 2026, Dr. Struthers conveyed to a senior representative of Vertex that the Board of Directors had determined the March 24 Proposal did not fully recognize the potential long-term fundamental value of Crinetics, but that the Board of Directors would be willing to consider a significantly improved proposal.

Between April 7, 2026 and April 10, 2026, representatives of J.P. Morgan and Leerink Partners and Vertex’s financial advisors, Lazard Freres & Co. LLC, which we refer to as Lazard, and Morgan Stanley & Co. LLC, which we refer to as Morgan Stanley, held a series of discussions regarding the March 24 Proposal. During the course of these discussions, at the direction of the Board of Directors, representatives of J.P. Morgan and Leerink Partners reiterated that Vertex would need to significantly improve its proposal before Crinetics would pursue a potential transaction and begin providing due diligence materials.

On April 19, 2026, Vertex delivered a revised written, non-binding proposal, which we refer to as the April 19 Proposal, to acquire 100% of the issued and outstanding shares of Crinetics for $83.00 per share in cash, which represented a 102% premium to our closing share price on April 17, 2026, the last trading day prior to the April 19 Proposal.

On April 22, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, Crinetics management presented an update to the April 3 Preliminary Management Forecasts, which updates reflected additional data as well as input from the Board of Directors and Crinetics management team, and which forecasts we refer to as the April 22 Management Forecasts. The Board of Directors discussed management’s assumptions with respect to, among other things, patient share, addressable market, launch year, sales ramp, pricing and probability of successful trial completion for products and product candidates as set forth in the April 22 Management Forecasts, and discussed differences between the April 22 Management Forecasts and April 3 Preliminary Management Forecasts previously presented to the Board of Directors. At the meeting, the Board of Directors also reviewed the April 19 Proposal in the context of (i) the April 22 Management Forecasts, (ii) how the proposed premium and bidding dynamics compared to precedent M&A transactions and (iii) preliminary financial analyses presented by J.P. Morgan and Leerink Partners. The Board of Directors also considered and discussed the potential benefits and considerations associated with soliciting acquisition proposals from other potentially interested parties, including that the involvement of other potentially interested parties could enhance competitive tension and maximize shareholder value with respect to any potential transaction. Representatives of J.P. Morgan and Leerink Partners reviewed with the Board of Directors six potential strategic counterparties that might potentially be interested in pursuing a transaction with the Company that they believed would have the financial ability to support a significant transaction, which potentially interested parties we refer to as Party A, Party B, Party C, Party D, Party E and Party F. The Board of Directors also discussed various potential responses to the April 19 Proposal, and the benefits and considerations associated with each. Following discussion, the Board of Directors considered whether the April 19 Proposal reflected the potential long-term value of the Company and determined that, notwithstanding that the offer reflected a significant premium, it would reject the offer and provide limited due diligence information to Vertex in an attempt to solicit a further improved proposal from Vertex to maximize the value Crinetics shareholders received. The Board of Directors, taking into account, among other things, input from J.P. Morgan and Leerink Partners, believed Vertex would potentially improve its proposal further if given access to limited diligence with respect to key value drivers. The Board of Directors thereafter, (i) approved the April 22 Management Forecasts for use by J.P. Morgan and Leerink Partners to prepare their respective financial analyses (but which were later adjusted following termination of Crinetics’ metabolic program as discussed below), (ii) authorized Crinetics management, subject to an acceptable non-disclosure agreement, to provide Vertex with due diligence information with respect to key value drivers and (iii) directed J.P. Morgan and Leerink Partners to solicit proposals from Party A, Party B, Party C, Party D, Party E and Party F to assess their interest in a potential transaction. The Board of Directors authorized Dr. Struthers to inform Vertex of the Board of Directors’ feedback with respect to the April 19 Proposal.

Later on April 22, 2026, Dr. Struthers conveyed to a senior representative of Vertex that the Board of Directors had determined the April 19 Proposal did not fully recognize the long-term potential fundamental value of Crinetics but that the Board of Directors was willing to provide limited due diligence information to facilitate an improved proposal from Vertex, subject to an acceptable non-disclosure agreement.

On April 23, 2026, representatives of Paul, Weiss sent representatives of Kirkland & Ellis LLP, Vertex’s legal counsel, which we refer to as Kirkland, a draft confidentiality agreement. Also on April 23, 2026, representatives of J.P. Morgan and Leerink Partners discussed with representatives of Lazard and Morgan Stanley a process for Crinetics providing limited diligence information to Vertex. On that same day, representatives of J.P. Morgan and Leerink Partners commenced outreach to each of Party A, Party B, Party C, Party D, Party E and Party F.

Between April 24, 2026 and April 29, 2026, each of Party B, Party C and Party D informed representatives of J.P. Morgan and Leerink Partners that they were not interested in pursuing a potential transaction with Crinetics citing, among other reasons, competing strategic priorities and unfavorable timing for M&A activity for the applicable respective parties.

On April 26, 2026, Crinetics and Vertex entered into a confidentiality agreement. The confidentiality agreement included, among other things, a 12-month standstill applicable to Vertex, subject to exceptions that permitted Vertex to confidentially submit a transaction proposal to the Board of Directors or Crinetics’ chief executive officer. The confidentiality agreement also provided that the standstill would terminate upon execution by Crinetics of a definitive transaction agreement with a third party.

Also on April 26, 2026, representatives of Party A indicated to representatives of J.P. Morgan that Party A was interested in exploring a potential transaction and requested a copy of a proposed confidentiality agreement.

On May 1, 2026, Crinetics opened a virtual data room to representatives of Vertex and its advisors, which included limited clinical, commercial and corporate diligence items. Between May 1 and the execution of the merger agreement on July 6, 2026, representatives of Crinetics held multiple diligence sessions with representatives of Vertex and its representatives and responded to various diligence requests from Vertex. 

Also on May 1, 2026, Party A conveyed to representatives of J.P. Morgan that, after further consideration, it did not expect it could propose any valuation for Crinetics in excess of $6 billion due, in part, to the time horizon to profitability for Crinetics as compared to Party A's other strategic priorities. At the direction of the Board of Directors, representatives of J.P. Morgan advised Party A that such a valuation was not competitive with other options available to Crinetics, but proposed to provide Party A with access to due diligence information to improve on value. Later on May 1, 2026, Party A informed representatives of J.P. Morgan that it ultimately determined not to proceed given its view that it could not bridge the substantial value gap versus Crinetics’ other options.

Also on May 1, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, members of the Crinetics management team and representatives of J.P. Morgan and Leerink Partners provided an update regarding ongoing discussions and the exchange of due diligence information with Vertex. Representatives of J.P. Morgan and Leerink Partners also informed the Board of Directors that each of Party A, Party B, Party C and Party D had elected not to pursue a potential transaction with Crinetics citing, among other reasons, competing strategic priorities and unfavorable timing for M&A activity for the applicable respective parties and, with respect to Party A, its inability to propose a valuation in excess of $6 billion (due, in part, to the time horizon to profitability for Crinetics as compared to Party A's other strategic priorities) and Party A’s unwillingness to bridge the valuation gap between its potential proposal and Crinetics’ other options. Representatives of J.P. Morgan and Leerink Partners advised the Board of Directors that Party E and Party F were still considering whether to pursue a potential transaction.

Later on May 1, 2026, representatives of Paul, Weiss sent representatives of Kirkland a draft clean team agreement to facilitate Crinetics’ responses to certain of Vertex’s diligence requests.

On May 5, 2026, Crinetics and Vertex entered into the clean team agreement.

On May 6, 2026, each of Party E and Party F informed representatives of Leerink Partners that they were not interested in pursuing a potential transaction citing, among other reasons, competing strategic priorities and unfavorable timing for M&A activity for such parties.

Between May 8 and May 28, 2026, members of Crinetics management and representatives of J.P. Morgan and Leerink Partners, on the one hand, and representatives of Vertex and representatives of Lazard and Morgan Stanley, on the other hand, continued to exchange limited due diligence information focused on key value drivers and held various due diligence sessions.

On May 11, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, representatives of J.P. Morgan and Leerink Partners updated the Board of Directors that all six previously identified, potentially interested parties, including most recently Party E and Party F, had declined to pursue a potential transaction, citing, among other reasons, competing strategic priorities and unfavorable timing for M&A activity for the applicable respective parties. Members of Crinetics management and representatives of J.P. Morgan and Leerink Partners also updated the Board of Directors regarding ongoing discussions and the exchange of due diligence information with Vertex. The Board of Directors also considered whether to solicit interest in a potential transaction from a seventh strategic counterparty, which we refer to as Party G. Following discussion, the Board of Directors determined not to reach out to Party G given, based on Party G’s financial characteristics, any offer

from Party G was expected to contemplate a significant stock component at a low premium for Crinetics shareholders and therefore would not be competitive with the April 19 Proposal. Further, the Board of Directors concluded that any outreach to Party G would distract from ongoing efforts to get Vertex to improve on value and increased leak risk.

On May 28, 2026, Vertex delivered a revised written, non-binding proposal, which we refer to as the May 28 Proposal, to acquire 100% of the issued and outstanding shares of Crinetics for $84.50 per share in cash, which represented a 130% premium to our closing share price on May 27, 2026, the last trading day prior to the May 28 Proposal.

On May 30, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. Representatives of Paul, Weiss reviewed with the Board of Directors its fiduciary duties. At the meeting, the Board of Directors reviewed the May 28 Proposal in the context of (i) the April 22 Management Forecasts and related updated preliminary financial analyses that had been prepared by J.P. Morgan and Leerink Partners, (ii) how the proposed premium and bidding dynamics compared to precedent M&A transactions, (iii) the fact that none of the six potentially interested counterparties contacted by Crinetics’ financial advisors expressed an interest in pursuing a potential transaction and (iv) the fact that the transaction, given the associated premium, was expected to be dilutive to Vertex’s earnings per share in the near term, suggesting the May 28 Proposal was at or near the maximum amount Vertex would be willing to pay to acquire Crinetics. Following discussion, the Board of Directors determined that $84.50 was a transactable offer reflecting a significant premium, but that it would like to see if it could obtain more value from Vertex, and authorized Dr. Struthers to communicate to Vertex a counterproposal pursuant to which Vertex would acquire Crinetics for $87.00 per share. The Board of Directors also authorized Crinetics management to provide additional due diligence information to facilitate Vertex improving on value.

On May 31, 2026, Dr. Struthers informed a senior representative of Vertex that the Board of Directors would be supportive of a potential transaction at $87.00 per share. The senior representative of Vertex informed Dr. Struthers that there remained certain high-priority due diligence items that Vertex would need to receive before potentially improving further on value.

On June 1, 2026, representatives of Vertex conveyed additional due diligence requests to representatives of J.P. Morgan and Leerink Partners. Between June 1 and June 30, 2026, representatives of Crinetics management and representatives of J.P. Morgan and Leerink Partners exchanged high-priority due diligence information and held multiple due diligence sessions covering various items, including clinical, regulatory, human resources, manufacturing and legal and compliance, with representatives of Vertex.

On June 2, 2026, a senior representative of Vertex sent an e-mail to Dr. Struthers that, as outlined in the May 28 Proposal, Vertex expected to negotiate with Crinetics on an exclusive basis for a limited period of time given the resources Vertex was committing to pursue the potential transaction. Later that day, representatives of Kirkland sent representatives of Paul, Weiss initial drafts of the merger agreement and exclusivity agreement.

On June 4, 2026, the Crinetics Compensation Committee held a special meeting, which was attended by certain members of Crinetics management and representatives of Paul, Weiss and Morrison & Foerster. The members of the Crinetics Compensation Committee discussed (i) the analysis of the impact of Sections 280G and 4999 of the Internal Revenue Code on certain payments expected to be made to members of Crinetics management, which we refer to as the 280G analysis, and (ii) the possibility of an employee transaction bonus pool for Crinetics employees. Following discussion, the Crinetics Compensation Committee determined to approve and recommend to the Board of Directors that, if and following the parties’ alignment on value, Crinetics would propose gross-up arrangements for any 280G payments arising from the potential transaction and an employee transaction bonus pool.

On June 5, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, representatives of Crinetics management, J.P. Morgan and Leerink Partners updated the Board of Directors regarding the exchange of high-priority diligence information with Vertex. Representatives of Paul, Weiss also summarized the material terms of the draft exclusivity agreement and draft merger agreement. Representatives of Paul, Weiss also provided the Board of Directors with an overview of its fiduciary duties relating to possible entry by Crinetics into an exclusivity agreement with Vertex. The Board of Directors determined that, until there was alignment on value, Crinetics would not enter into an exclusivity agreement with Vertex and representatives of Paul, Weiss would

not commence negotiations with representatives of Kirkland regarding the draft documentation. The Board of Directors in executive session also discussed the 280G analysis and determined, following the parties’ alignment on value, that Crinetics would propose gross-up arrangements for any 280G payments arising from the potential transaction and an employee transaction bonus pool.

On June 11, 2026, a senior representative of Vertex e-mailed Dr. Struthers regarding the status of Vertex’s due diligence, noting that Vertex had several additional, critical due diligence requests before Vertex could provide Crinetics with a final proposal.

On June 12, 2026, a senior representative of Vertex and Dr. Struthers discussed Vertex’s additional, critical due diligence requests. Dr. Struthers informed the senior representative of Vertex that Crinetics would provide as soon as possible the additional, requested items and that it was essential that Vertex provide an updated proposal as soon as possible.

On June 17, 2026, representatives of Crinetics and representatives of Vertex held a due diligence session to discuss Vertex’s outstanding, critical due diligence questions.

On June 18, 2026, the Board of Directors held a regularly scheduled meeting, which was attended by members of Crinetics management and representatives of Morrison & Foerster. The Board of Directors discussed, among other things, Crinetics’ business plan and recent clinical and commercial developments. At this meeting, the Board of Directors determined to terminate Crinetics’ metabolic program to allow Crinetics to focus its limited capital and management attention on other strategic priorities (which action was unrelated to the potential transaction). The Board of Directors in prior meetings in December 2025 and March 2026 had discussed whether to continue to invest limited capital and management attention in Crinetics’ metabolic program, and at this meeting ultimately determined to terminate the metabolic program because of, among other reasons, Crinetics’ pace of progress to discover significantly differentiated drug candidates in a highly competitive market of both approved and clinical products, with a dramatically changing pricing environment, while competing against deeply entrenched and fully scaled companies. The Board of Directors understood that termination of the metabolic program would require adjustments to the April 22 Management Forecasts, which adjustments were expected to be immaterial.

On June 19, 2026, a senior representative of Vertex contacted Dr. Struthers to orally convey that Vertex was prepared to acquire Crinetics for $85.00 per share in cash, which we refer to as the June 19 Proposal. The June 19 Proposal represented a 137% premium to our closing share price on June 18, 2026, the last trading day prior to the June 19 Proposal.

On June 21, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. Representatives of J.P. Morgan and Leerink Partners provided an overview of financial terms of the June 19 Proposal and informed the Board of Directors that a reporter had recently reached out about rumors of a possible transaction involving Crinetics. At the meeting, the Board reviewed and discussed the June 19 Proposal and considered, among other things, (i) the April 22 Management Forecasts and related financial analyses, (ii) the leak risks associated with prolonged negotiations with Vertex, in particular given the recent inquiry from a reporter and (iii) the Board of Directors’ belief that Vertex was at (or at least very close to) the maximum amount it was willing to pay to acquire Crinetics, but that Vertex had not specifically told Dr. Struthers that $85.00 per share was Vertex’s “best and final” offer. Following discussion, the Board of Directors authorized Dr. Struthers to make a counterproposal to Vertex for $86.00 per share, combined with a message that Crinetics was willing to enter into exclusive negotiations and provide additional confirmatory due diligence and desired to negotiate and announce a transaction by June 29, 2026.

Later on June 21, 2026, Dr. Struthers sent an email to senior representatives of Vertex stating that the Board of Directors was prepared to support a transaction at $86.00 per share and work expeditiously toward an announcement by June 29, 2026, and that, assuming alignment on value, Crinetics was prepared to immediately enter into exclusive discussions and provide additional confirmatory diligence.

Later on June 21, 2026, a senior representative of Vertex contacted Dr. Struthers and stated that $85.00 per share in cash was Vertex’s “best and final” proposal and that Vertex was not amenable to further value negotiations. The senior representative of Vertex conveyed that Vertex would move as quickly as possible to announce a transaction, but anticipated that Vertex would need until early July to complete confirmatory due diligence and Vertex’s board approval process.

Later on June 21, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, Dr. Struthers updated the Board of Directors about his communications with the senior

representative of Vertex earlier that day, including their statement that $85.00 per share was Vertex’s “best and final” proposal. The Board of Directors reviewed and discussed Vertex’s proposal and considered, among other things, (i) the value of the June 19 Proposal to Crinetics shareholders as compared to the April 22 Management Forecasts (including the risks associated therewith), (ii) the risk that the potential transaction would leak in the event of prolonged negotiations with Vertex (and the possibility that, as a result, negotiations would terminate and a transaction would not be consummated) and (iii) the fact that Vertex had indicated the June 19 Proposal was its “best and final” proposal (which was supported by the financial advisors’ dilution analyses with respect to the impact of the potential transaction on Vertex’s earnings per share in the near term). Following discussion, the Board of Directors authorized Crinetics management to pursue a potential transaction with Vertex at $85.00 per share and enter into exclusive negotiations with Vertex.

Following this meeting, on June 21, 2026, Dr. Struthers informed a senior representative of Vertex that the Board of Directors was supportive of a transaction at $85.00 per share in cash and entering into exclusive negotiations. Later that day, Crinetics and Vertex entered into an exclusivity letter agreement, which, among other things, contemplated that Crinetics would engage in exclusive negotiations with Vertex until 5:00 p.m. New York time on July 1, 2026.

Also on June 21, 2026, representatives of Paul, Weiss provided representatives of Kirkland a revised draft merger agreement. Between June 21, 2026 and the execution of the merger agreement on July 6, 2026, representatives of Paul, Weiss and Kirkland exchanged drafts of the merger agreement and related transaction documentation. The key issues negotiated and resolved in the draft merger agreement included the termination fee percentage, the scope of Crinetics’ non-solicitation obligations, covenants relating to Vertex securing debt financing for the potential transaction, the scope of and exclusions to the interim operating covenants, the gross-up arrangements for 280G payments arising from the potential transaction and the size and recipients of an employee transaction bonus pool.

On June 22, 2026, representatives of Paul, Weiss sent representatives of Kirkland the 280G analysis.

On June 23 and 24, 2026, Dr. Struthers and a senior representative of Vertex exchanged e-mails discussing potential integration and due diligence matters.

On June 23 and 25, 2026, representatives of Crinetics and representatives of Vertex held calls to further discuss potential integration and due diligence matters.

On July 1, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. At the meeting, representatives of Crinetics management, J.P. Morgan and Leerink Partners provided an update regarding confirmatory diligence performed by Vertex and representatives of Paul, Weiss provided an update regarding the proposed terms of the definitive transaction documentation with Vertex. The Board of Directors also discussed a pending derivative action filed by a Crinetics shareholder and, taking into account, among other things, the merits and viability of such action, determined that such action was not material in the context of the potential transaction and that the Board of Directors should not seek separate compensation for such action from Vertex in the potential transaction. Toby Schilke, our chief financial officer, also described to the Board of Directors the terms of the proposed engagement letters with J.P. Morgan and Leerink Partners, and the Board of Directors approved the execution of such engagement letters.

Between July 1 and the execution of the merger agreement on July 6, 2026, representatives of Paul, Weiss and Kirkland finalized the transaction documentation and the parties finalized the communications plan for investors and employees for the public announcement of the transaction.

Between July 2, 2026 and July 6, 2026, members of the Crinetics management team, at the direction of the Board of Directors, further adjusted the April 22 Management Forecasts to reflect the termination of Crinetics’ metabolic program.

On July 6, 2026, the Board of Directors held a special meeting, which was attended by members of Crinetics management, representatives of J.P. Morgan and Leerink Partners and representatives of Paul, Weiss and Morrison & Foerster. Representatives of Crinetics management and Paul, Weiss informed the Board of Directors that each of J.P. Morgan and Leerink Partners had previously provided relationship disclosures (and which relationship disclosures were updated on July 2 and July 6, 2026, respectively, and provided to the Board of Directors). The Board of Directors determined that neither J.P. Morgan nor Leerink Partners disclosed relationships that presented conflicts that would affect the ability of either J.P. Morgan or Leerink Partners to provide a fairness opinion or otherwise act as financial advisors in connection with the proposed transaction with Vertex. Representatives of J.P. Morgan and Leerink Partners confirmed to the Board of Directors that, other than updates to reflect the termination of Crinetics’ metabolic program

approved on June 18, 2026, there were no changes to the April 22 Management Forecasts (such final management forecasts, the “Management Forecasts’). The Board of Directors approved the Management Forecasts for use by J.P. Morgan and Leerink Partners to prepare their respective financial analyses. Representatives of J.P. Morgan reviewed with the Board of Directors their financial analyses with respect to the Merger Consideration and rendered an oral opinion to the Board of Directors (which was subsequently confirmed by delivery of a written opinion dated the same date) that, as of July 6, 2026 and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger was fair, from a financial point of view, to such shareholders. Representatives of Leerink Partners reviewed with the Board of Directors their financial analyses with respect to the Merger Consideration and rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion dated the same date, that, as of July 6, 2026 and based upon and subject to the assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Merger Consideration proposed to be paid to the holders of shares of Crinetics common stock (other than Excluded Shares) pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of Paul, Weiss also discussed with the Board of Directors the material terms of the proposed merger agreement and other transaction documentation. Following these discussions, the Board of Directors unanimously (1) determined that the Merger and the Transactions are fair to, and in the best interests of, Crinetics and its shareholders; (2) duly authorized and approved and declared advisable the Merger, the Merger Agreement and the execution, delivery and performance by Crinetics of the Merger Agreement and the consummation by Crinetics of the Transactions; (3) directed that the Merger Agreement be submitted to Crinetics shareholders for adoption; and (4) recommended the adoption of the Merger Agreement by Crinetics shareholders.

Following the meeting of the Board of Directors on July 6, 2026, Crinetics and Vertex entered into the Merger Agreement and issued a press release announcing the execution of the Merger Agreement.

The Board of Directors, after consulting with our financial advisors and outside legal counsel and reviewing and considering the various factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger and the Transactions are fair to, and in the best interests of, Crinetics and its shareholders; (2) duly authorized and approved and declared advisable the Merger, the Merger Agreement and the execution, delivery and performance by Crinetics of the Merger Agreement and the consummation by Crinetics of the Transactions; (3) directed that the Merger Agreement be submitted to holders of Crinetics common stock for adoption; and (4) recommended the adoption of the Merger Agreement by the holders of Crinetics common stock.

The Board of Directors unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the Transactions, including the Merger, the Board of Directors consulted with our senior management, our financial advisors and our outside legal counsel, and considered a number of factors, including the following non-exhaustive list of material reasons (which are not listed in order of relative importance) that the Board of Directors believes support its unanimous determination and recommendation:

In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with our senior management, financial advisors and outside legal counsel, also considered the risks and potential reasons not to proceed with the Transactions, including the following material reasons (which reasons are not necessarily presented in order of relative importance):

The Board of Directors concluded that, overall, the potential benefits of the Transactions to our shareholders outweighed the risks and the uncertainties of the Merger. The foregoing discussion of reasons considered by the Board of Directors contains the material reasons considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of reasons considered in connection with its evaluation of the Transactions, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determinations and recommendations. Each member of the Board of Directors applied their own individual business judgment to the process and may have given different weight to different reasons. The Board of Directors did not undertake to make any specific determination as to whether any reason or any particular aspect of a reason supported or did not support its ultimate determination. Rather, the Board of Directors based its recommendation on the totality of the information presented.

Pursuant to an engagement letter, the Company retained J.P. Morgan as one of its financial advisors in connection with the proposed Merger.

At the meeting of the Board of Directors on July 6, 2026, J.P. Morgan rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger was fair, from a financial point of view, to such shareholders. J.P. Morgan has confirmed its July 6, 2026 oral opinion by delivering its written opinion to the Board of Directors, dated July 6, 2026, that, as of such date, the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger was fair, from a financial point of view, to such shareholders.

The full text of the written opinion of J.P. Morgan, dated July 6, 2026, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger and did not address any other aspect of the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the proposed Merger or any other matter.

In arriving at its opinions, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company and Parent with respect to certain aspects of the proposed Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify any such information or its accuracy or completeness, and pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on the Management Forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the proposed Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company and Parent in the Merger Agreement and any related agreements were and will be true and correct in all respects material to its analysis.

J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the proposed Merger.

The Management Forecasts furnished to J.P. Morgan were prepared by the Company’s management. The Company does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Merger, and such projections were not prepared with a view toward public disclosure. The Management Forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the Management Forecasts and other forward-looking statements, please refer to the section of this proxy statement captioned “The Merger—Certain Financial Projections.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of Crinetics common stock in the proposed Merger or with respect to the fairness of any such compensation.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or management with respect to the proposed Merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board of Directors on July 6, 2026 and in the presentation delivered to the Board of Directors on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board of Directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

These companies were selected, among other reasons, because they are publicly traded companies with operations and business that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered to be similar to those of the Company. However, certain of these companies may have characteristics that are materially different from those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the company’s firm value (calculated as equity value, plus or minus, as applicable, net debt or net cash) to the analyst consensus estimate of the company’s calendar year 2030 revenue (the “FV / 2030E Revenue Multiple”), in each case based on closing stock prices as of July 2, 2026. J.P. Morgan noted that these multiples ranged from 2.1x to 9.5x, with a median of 5.5x. Based on the results of this analysis, J.P. Morgan applied a FV / 2030E Revenue Multiple reference range of 2.1x to 9.5x to the Company’s estimated calendar year 2030 risk-adjusted revenue of approximately $1,057 million, as provided by Company management in the Management Forecasts. The analysis indicated a range of implied equity values for the Crinetics common stock (rounded to the nearest $0.25) of $30.75 to $95.00, which J.P. Morgan compared to (i) the unaffected closing price of the Crinetics common stock of $42.23 per share on July 2, 2026 and (ii) the Merger Consideration of $85.00 per share.

None of the selected transactions reviewed was identical to the proposed Merger. However, the selected transactions were chosen because certain financial aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected transactions differently than they would affect the proposed Merger.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company’s firm value implied in the relevant transaction to the target company’s estimated revenue for the fifth full 12-month period following the announcement of the applicable transaction (the “FV / 5-Year Forward Revenue Multiple”). J.P. Morgan noted that these multiples ranged from 4.0x to 8.3x, with a median of 5.0x. Based on the results of this analysis, J.P. Morgan applied a FV / 5-Year Forward Revenue Multiple reference range of 4.0x to 8.3x to the Company’s estimated calendar year 2030 risk-adjusted revenue of approximately $1,057 million, as provided by Company management in the Management Forecasts. The analysis indicated a range of implied equity values for the Crinetics common stock (rounded to the nearest $0.25) of $47.75 to $84.75, which J.P. Morgan compared to (i) the unaffected closing price of the Crinetics common stock of $42.23 per share on July 2, 2026 and (ii) the Merger Consideration of $85.00 per share.

unlevered free cash flows that the Company is expected to generate during fiscal years 2026 through 2045 based upon the Management Forecasts (for additional information, please refer to the section of this proxy statement captioned “The Merger—Certain Financial Projections”). J.P. Morgan also calculated a range of terminal values of the Company at the end of the projection period by applying a perpetual growth rate ranging from 1.0% to 3.0% to the unlevered free cash flow of the Company during the terminal year of the projection period. The unlevered free cash flows and the range of terminal values were then discounted to present values as of June 30, 2026 using a range of discount rates from 10.5% to 12.5%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company, and using a mid-year discounting convention. This analysis reflected a 22% effective tax rate and the impact of tax savings from usage of the Company’s U.S. federal net operating loss carryforwards of approximately $862 million as of December 31, 2025 and additional net operating losses generated during the forecast period, and the Company’s estimated net cash as of June 30, 2026, each as provided by the management of the Company. J.P. Morgan then divided the resulting implied equity value by the number of fully diluted outstanding shares of the Crinetics common stock to derive a range of implied per share equity values for the Crinetics common stock (rounded to the nearest $0.25) of $68.25 to $86.00. J.P. Morgan compared this range to (i) the unaffected closing price of the Crinetics common stock of $42.23 per share on July 2, 2026 and (ii) the Merger Consideration of $85.00 per share.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was

identical to the proposed Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the proposed Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters, including advising on transactions such as the proposed Merger, and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the proposed Merger, the Company has agreed to pay J.P. Morgan a fee estimated to be approximately $69.4 million, $2.0 million of which became payable to J.P. Morgan upon the delivery of J.P. Morgan’s opinion and the remainder of which is contingent and payable upon the consummation of the proposed Merger. In addition, the Company has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included J.P. Morgan’s having acted as joint lead bookrunner on the Company’s offering of equity securities in January 2026. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates had any material financial advisory or other material commercial or investment banking relationship with Parent. During the two-year period preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately $6.5 million, and the aggregate fees recognized by J.P. Morgan from Parent were approximately $1.0 million. In addition, as of the date of its opinion, J.P. Morgan and its affiliates held, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Parent. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent for their own accounts or for the accounts of customers and, accordingly, they are likely at any time to hold long or short positions in such securities or other financial instruments.

Crinetics retained Leerink Partners as one of its financial advisors in connection with the Merger. In connection with this engagement, the Board of Directors requested that Leerink Partners evaluate the fairness, from a financial point of view, to the holders of shares of Crinetics common stock (other than the holders of Excluded Shares) of the Merger Consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement.

On July 6, 2026, Leerink Partners rendered to the Board of Directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated the same date that, as of such date and based upon and subject to the assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, the Merger Consideration proposed to be paid to the holders of shares of Crinetics common stock (other than Excluded Shares) pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Leerink Partners, dated July 6, 2026, which describes the assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion, is attached to this proxy statement as Annex C and is incorporated herein by reference. The summary of the written opinion of Leerink Partners set forth below is qualified in its entirety by the full text of the written opinion attached hereto as Annex C. Leerink Partners’ financial advisory services and opinion were provided for the information and assistance of the Board of Directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Board of Directors’ consideration of the Merger. The opinion of Leerink Partners addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Crinetics common stock (other than

Excluded Shares) of the Merger Consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement. The opinion of Leerink Partners did not address any other term or aspect of the Merger Agreement or the Merger and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Merger or otherwise act with respect to the Merger or any other matter.

The full text of Leerink Partners’ written opinion should be read carefully in its entirety for a description of the assumptions made, and the qualifications and limitations upon the review undertaken by Leerink Partners in preparing its opinion.

In connection with rendering the opinion described below and performing its related financial analyses, Leerink Partners reviewed, among other things:

Leerink Partners also conducted discussions with members of the senior management and representatives of the Company regarding their assessment of the Management Forecasts. In addition, Leerink Partners reviewed the publicly available financial and stock market data, including valuation multiples, for certain other companies, the securities of which are publicly traded, in lines of business that Leerink Partners deemed relevant and compared that data to the publicly available stock market data as well as the Management Forecasts for the Company. Leerink Partners also compared certain of the proposed financial terms of the Merger with the financial terms, to the extent publicly available, of certain other transactions that Leerink Partners deemed relevant and conducted such other financial studies and analyses and took into account such other information as Leerink Partners deemed appropriate.

Leerink Partners assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Leerink Partners for purposes of its opinion and, with the Board of Directors’ consent, Leerink Partners relied upon such information as being complete and accurate. In that regard, Leerink Partners assumed, at the direction of the Board of Directors, that the Management Forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Leerink Partners relied, at the direction of the Board of Directors, on the Management Forecasts for purposes of Leerink Partners’ analysis and opinion. Leerink Partners expressed no view or opinion as to the Management Forecasts or the assumptions on which it was based. In addition, at the direction of the Board of Directors, Leerink Partners did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Leerink Partners furnished with any such evaluation or appraisal, and Leerink Partners was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company.

Leerink Partners assumed, at the direction of the Board of Directors, that the final executed Merger Agreement would not differ in any respect material to Leerink Partners’ analysis or opinion from the last version of the Merger Agreement reviewed by Leerink Partners. Leerink Partners also assumed, at the direction of the Board of Directors, that the representations and warranties made by the Company and Parent and Merger Sub in the Merger Agreement were and would continue to be true and correct in all respects material to Leerink Partners’ analysis. Furthermore, Leerink Partners assumed, at the direction of the Board of Directors, that the Merger would be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the

waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Leerink Partners’ analysis or opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction, condition or other change would be imposed, the effect of which would be material to Leerink Partners’ analysis or opinion. Leerink Partners did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Merger on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Leerink Partners is not a legal, regulatory, tax or accounting advisor, and Leerink Partners expressed no opinion as to any legal, regulatory, tax or accounting matters.

Leerink Partners expressed no view as to, and its opinion did not address, the Company’s underlying business decision to proceed with or effect the Merger, or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. The opinion of Leerink Partners was limited to and addressed only the fairness, from a financial point of view, as of the date of the written opinion of Leerink Partners, to the holders of shares of Crinetics common stock (other than Excluded Shares) of the Merger Consideration proposed to be paid to such holders pursuant to the terms of the Merger Agreement. Leerink Partners was not asked to, and Leerink Partners did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement, or the Merger, including, without limitation, the structure or form of the Merger, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Merger, including, without limitation, the fairness of the Merger or any other term or aspect of the Merger to, or any consideration to be received in connection therewith by, or the impact of the Merger on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Leerink Partners expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any other party, or class of such persons in connection with the Merger, whether relative to the Merger Consideration proposed to be paid to the holders of Crinetics common stock pursuant to the terms of the Merger Agreement or otherwise. The opinion of Leerink Partners was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Leerink Partners as of, the date of its written opinion, and Leerink Partners does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of such written opinion. The opinion of Leerink Partners does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Merger or otherwise act with respect to the Merger or any other matter. Leerink Partners’ financial advisory services and its opinion were provided for the information and assistance of the Board of Directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Merger.

The issuance of Leerink Partners’ opinion was approved by the Leerink Partners LLC Fairness Opinion Review Committee.

The summary below of the financial analyses prepared by Leerink Partners and reviewed with the Board of Directors is not a complete description of the opinion of Leerink Partners or the underlying analyses, or of the factors considered in connection with the opinion of Leerink Partners delivered on July 6, 2026. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Leerink Partners arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Leerink Partners believes that its analyses must be considered as a whole and that selecting portions of such analyses and factors, without considering all analyses and factors, could create a misleading or incomplete view of the processes underlying such analyses and the opinion of Leerink Partners. The order of the analyses described below does not represent the relative importance or weight given to those analyses by Leerink Partners.

In its analyses, Leerink Partners considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company. An evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the results of any particular analysis.

The estimates contained in the analyses of Leerink Partners and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be

significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, the analyses of Leerink Partners are inherently subject to substantial uncertainty.

Leerink Partners was not requested to, and did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable was determined through negotiations between the Company and Parent and the Company’s decision to enter into the Merger Agreement was solely that of the Board of Directors. The opinion of Leerink Partners was only one of many factors considered by the Board of Directors in its evaluation of the Merger and should not be viewed as determinative of the views of the Board of Directors or the Company’s management with respect to the Merger, the Merger Consideration or any other aspect of the Merger.

The following is a summary of the material financial analyses reviewed with the Board of Directors and performed by Leerink Partners in connection with its opinion, which was delivered orally to the Board of Directors on July 6, 2026 and subsequently confirmed in the written opinion of Leerink Partners, dated July 6, 2026. Although the written opinion of Leerink Partners attached hereto as Annex C and the summary set forth below do not purport to describe all work performed and information considered by Leerink Partners, all material studies and analyses performed by Leerink Partners are described herein. Future results may be different from those described and such differences may be material. For purposes of the analyses described below, Leerink Partners was directed by the Board of Directors to rely upon the Management Forecasts.

A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

Leerink Partners performed a discounted cash flow analysis of the Company based on the forecasted, risk-adjusted, after-tax unlevered free cash flows of the Company over the period beginning on July 1, 2026 and ending on December 31, 2045 and the impact of tax savings from usage of the Company’s U.S. federal net operating loss carryforwards of approximately $862 million as of December 31, 2025 and additional net operating losses generated during the forecast period, as set forth in the Management Forecasts which are further described in the section of this proxy statement captioned “The Merger—Certain Financial Projections”. Leerink Partners calculated an implied terminal value for the Company using a perpetuity growth rate ranging from 1.00% to 3.00% to the Company’s terminal year forecasted, risk-adjusted, after-tax unlevered free cash flows, as directed by Company management. These amounts were then discounted to present value as of June 30, 2026 using a discount rate range of 10.50% to 12.50%, which Leerink Partners determined based upon its professional expertise and judgment, and a mid-year discounting convention. Leerink Partners then added the assumed net cash position as of June 30, 2026 provided by Company management of approximately $1,209 million to the present value of the foregoing amounts to derive an implied equity value, which it then divided by the number of shares of Crinetics common stock outstanding on a fully-diluted basis as of July 1, 2026, as set forth in the Management Forecasts.

This analysis resulted in an implied range of equity value per share of Crinetics common stock of approximately $68.20 to $86.02 (rounded to the nearest $0.01). Leerink Partners then compared this range of implied equity value per share of Crinetics common stock to the Merger Consideration of $85.00 per share of Crinetics common stock.

Leerink Partners reviewed and analyzed certain financial information relating to the following selected merger and acquisition transactions involving publicly traded companies in the five-year period preceding the date of the Merger Agreement that Leerink Partners, based on its experience and professional judgement, judged to be similar to the Company’s business (or aspects thereof). The following transactions were selected by Leerink Partners as relevant to the evaluation of the proposed Merger:

Using publicly available information obtained from SEC filings and other data sources as of the time of the public announcement of the selected merger and acquisition transactions, Leerink Partners calculated, for each selected merger and acquisition transaction, the upfront transaction enterprise value (calculated as the upfront transaction equity value (determined using the treasury stock method and taking into account outstanding in-the-money stock options, warrants, restricted stock units, performance stock units and other convertible securities), plus the book value of debt and certain liabilities less cash and cash equivalents and excluding any contingent or spinoff consideration) implied for each target company based on the consideration payable in such selected transaction as a multiple of such target company’s management’s projected risk-adjusted revenue for the fourth calendar year following the year of the transaction’s announcement, per such target company’s Schedule 14D-9 or proxy statement (“EV/CY+4 Revenue Multiple”).

None of the selected transactions reviewed are directly comparable to the proposed Merger. However, the selected transactions were chosen by Leerink Partners, among other reasons, because certain aspects of the transactions, for purposes of Leerink Partners’ analysis, may be considered similar to the proposed Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected transactions differently than they would affect the proposed Merger.

Leerink Partners noted that the 25^th to 75^th percentiles of these multiples ranged from 4.9x to 10.5x with a mean of 9.9x and a median of 8.3x. Based on the results of this analysis, Leerink Partners selected a transaction EV/CY+4 Revenue Multiple reference range for the Company of 7.0x to 10.0x. Leerink Partners then applied such reference range to the Company’s risk-adjusted estimated calendar year 2030 revenue (representing CY+4 Revenue for the Company) of approximately $1,057 million, as provided in the Management Forecasts. The analysis indicated a range of implied equity value per share of Crinetics common stock (rounded to the nearest $0.01) of approximately $73.59 to $99.34. Leerink Partners then compared this range of implied value per share of Crinetics common stock to the Merger Consideration of $85.00 per share of Crinetics common stock.

Leerink Partners reviewed and compared certain financial information of the Company to corresponding financial information of certain selected publicly traded companies engaged in businesses which Leerink Partners, based on its experience and professional judgement, judged to be analogous to the Company.

Using publicly available information obtained from SEC filings and other data sources as of July 2, 2026, Leerink Partners calculated, for each selected company, such selected company’s implied enterprise value (calculated as the equity value (determined using the treasury stock method and taking into account outstanding in-the-money options, warrants, restricted stock units, performance stock units and other convertible securities) plus the book value of debt and certain liabilities less cash and cash equivalents) as a multiple of Wall Street research analyst median consensus estimated revenue for calendar year 2030 (“EV/2030E Revenue Multiple”).

The companies selected by Leerink Partners were as follows:

None of the selected companies reviewed are directly comparable to the Company. However, the selected companies were chosen by Leerink Partners, among other reasons, because they are publicly traded companies with operations and business that, for purposes of Leerink Partners’ analysis, may be considered similar to those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect the Company.

Leerink Partners noted that the 25^th to 75^th percentiles of these multiples ranged from 5.0x to 6.2x with a mean of 5.7x and a median of 5.6x. Based on the results of this analysis, Leerink Partners selected an EV/2030E Revenue Multiple reference range for the Company of 4.0x to 6.0x. Leerink Partners then applied such reference range to the Company’s risk-adjusted estimated calendar year 2030 revenue of approximately $1,057 million, as provided in the Management Forecasts. The analysis indicated a range of implied equity value per share of Crinetics common stock (rounded to the nearest $0.01) of approximately $47.81 to $65.01. Leerink Partners then compared this range of implied value per share of Crinetics common stock to the Merger Consideration of $85.00 per share of Crinetics common stock.

Leerink Partners noted for the Board of Directors certain additional factors that were not considered part of its financial analyses for purposes of its opinion but were noted solely for reference and informational purposes:

Leerink Partners is a full-service securities firm engaged in securities trading and brokerage activities as well as investment banking and financial advisory services. Leerink Partners has in the past provided certain investment banking services to the Company and its affiliates unrelated to the Merger, for which it has received compensation. During the two-year period prior to the date of Leerink Partners’ opinion, Leerink Partners has acted as (i) the lead-left bookrunning underwriter in the Company’s October 2024 underwritten public offering; (ii) the lead-left bookrunning underwriter in the Company’s January 2026 underwritten public offering; and (iii) a sales agent under the Company’s at-the-market sales agreement and has earned aggregate investment banking fees of approximately $16 million from such services. During the two-year period prior to the date of Leerink Partners’ opinion, Leerink Partners has not provided investment banking services to, or received any compensation from, Parent or any of its affiliates. In the ordinary course of business, Leerink Partners and its affiliates may, in the future, provide investment banking services to the Company, Parent or their respective affiliates and would expect to receive customary fees for the rendering of such services. In the ordinary course of Leerink Partners’ trading and brokerage activities, Leerink Partners has in the

past held and may in the future hold positions, for Leerink Partners’ own account or the accounts of its customers, in equity, debt or other securities of the Company, Parent or their respective affiliates. Consistent with applicable legal and regulatory requirements, Leerink Partners has adopted policies and procedures to establish and maintain the independence of its research department and personnel. As a result, Leerink Partners’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, Parent and the Merger and other participants in the Merger that differ from the views of Leerink Partners’ investment banking personnel.

The Board of Directors selected Leerink Partners as a financial advisor in connection with the Merger based on Leerink Partners’ longstanding relationship and familiarity with the Company and its business, as well as Leerink Partners’ experience and expertise in the pharmaceutical industry and experience advising on transactions such as the proposed Merger. Leerink Partners is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger.

In connection with Leerink Partners’ services as a financial advisor to the Company, the Company has agreed to pay Leerink Partners an aggregate fee estimated as of the announcement of the Merger Agreement to be approximately $60.8 million, $2.0 million of which became payable upon the rendering of Leerink Partners’ opinion, and the remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse certain of Leerink Partners’ expenses arising, and to indemnify Leerink Partners against certain liabilities that may arise, out of Leerink Partners’ engagement.

We do not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, revenues, earnings or other results of operations, other than estimates of certain expected financial results and operational metrics in our regular annual and quarterly earnings press releases and other investor materials. This is due to, among other reasons, the unpredictability of the underlying assumptions and estimates and the inherent difficulty of accurately predicting financial performance for future periods.

The following Projections (as defined below) were prepared by our management and presented to the Board of Directors:

Neither the September 2025 Long-Range Plan nor the April 3 Preliminary Management Forecasts was approved by the Board of Directors for use and reliance by J.P. Morgan or Leerink Partners in performing their financial analyses relating to the rendering of each of their fairness opinions. The April 22 Management Forecasts and, subsequently, the Management Forecasts, were the only financial projections with respect to Crinetics used by either J.P. Morgan or Leerink Partners in performing such financial analyses. Since neither the September 2025 Long-Range Plan nor the April 3 Preliminary Management Forecasts were approved by the Board of Directors, and the April 22 Management Forecasts were subsequently updated to reflect the termination in June 2026 of our metabolic program and ultimately not used nor relied upon by our financial advisors, the September 2025 Long-Range Plan, the April 3 Preliminary Management Forecasts and the April 22 Management Forecasts are included in this proxy statement solely for informational purposes.

Neither the Management Forecasts nor any other Projections were provided to Vertex.The Projections were based on certain internal assumptions made by our management including, in no order of importance, risk-based adjustments reflecting the probability and timing of successful trial completion, regulatory approval and commercial launch for our product candidates; patient share, addressable market, launch year, sales ramp and loss of patent exclusivity for our products and product candidates; various cost assumptions, including cost of goods sold, research and development expenses, sales and marketing expenses, and general and administrative expenses; assumptions with respect to tax rate and utilization of federal net operating loss carryforwards, depreciation and amortization, capital expenditures, change in net working capital and other relevant factors related to Crinetics’ long-range operating plan, each of which is subject to change and some of which assumptions vary as between the Projections. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the Projections.

In addition, the Projections may be affected by Crinetics’ ability to achieve strategic goals, objectives and targets over the applicable periods. Further, the Projections cover multiple years and, by their nature, become subject to greater uncertainty with each successive year. Modeling and forecasting the future in the biopharmaceutical industry, in particular, is a highly speculative endeavor. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to, the success of PALSONIFY in the United States and its potential commercialization in other jurisdictions; geopolitical (including pricing uncertainty in the U.S. and elsewhere), regulatory, supply chain and competitive risks; whether the results of our clinical trials for atumelnant, paltusotine for the treatment of carcinoid syndrome, or any of our future products, will warrant regulatory submissions to the FDA or equivalent foreign regulatory agencies, whether we will make such regulatory submissions when anticipated and whether results obtained in such clinical trials will be indicative of results that will be generated in future clinical trials or in the real world setting; the success of our ongoing collaborations and potential collaborations with partners with whom we may develop or commercialize our products; availability of third party reimbursement; various cost assumptions, including cost of goods sold, research and development expenses, sales and marketing expenses and general and administrative expenses; assumptions with respect to tax rate and utilization of federal net operating loss carryforwards, depreciation and amortization, capital expenditures, change in net working capital and other relevant factors related to Crinetics’ long-range operating plan; whether our products will generate the revenues projected; whether we will achieve profitability or maintain profitability, if achieved; whether our cash resources, together with our projected revenues, will fund our operations through profitability; the availability and use of net operating losses; and the cost and effect of changes in tax and other legislation and other risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and described in the section of this proxy statement captioned “Forward-Looking Statements”. The information set forth in the Projections is not fact and should not be relied upon as being necessarily indicative of actual future results.

The Projections are summarized below:

The September 2025 Long-Range Plan was prepared by our management based on their view of the prospects for PALSONIFY, as well as the timing and prospects for our pipeline product candidates at the time, with the assumption such candidates would be commercialized and revenue-generating by us in the future. The Board of Directors provided feedback and recommendations with respect to the September 2025 Long-Range Plan, which feedback, together with additional market insights and other adjustments, was subsequently reflected in the April 3 Preliminary Management Forecasts (as described below).

The following table presents estimates of our risk-adjusted total revenue as reflected in the September 2025 Long-Range Plan. The September 2025 Long-Range Plan provided to the Board of Directors did not include estimates of our gross profit, EBIT or free cash flow.

Our management, at the direction of the Board of Directors, updated the September 2025 Long-Range Plan following Vertex’s proposal to acquire Crinetics on March 24, 2026, as further described in the section of this proxy statement captioned “The Merger—Background of the Merger.” The preliminary, updated projections presented to the Board of Directors on April 3, 2026 reflected, among other things, the following changes as compared to the September 2025 Long-Range Plan: (i) a long-term increase in the estimated total available market and peak patient share for PALSONIFY for acromegaly based on additional market insights, (ii) various adjustments to estimated product launch timings and prospects based on research and development progress since the September 2025 Long-Range Plan, and (iii) various adjustments to estimates of total available market, pricing and peak patient shares and ramp with respect to certain product candidates due to revision of internal estimates and reflecting additional market data.

The following table presents estimates of our risk-adjusted total revenue, gross profit and EBIT as reflected in the April 3 Preliminary Management Forecasts. The April 3 Preliminary Management Forecasts provided to the Board of Directors did not include estimates of our free cash flow.

Between April 3, 2026 and April 21, 2026, our management, consistent with the direction of and feedback from the Board of Directors, continued reviewing and making adjustments to the April 3 Preliminary Management Forecasts. The further updated projections presented to the Board of Directors on April 22, 2026 reflected, among other things, the following changes as compared to the April 3 Preliminary Management Forecasts: (i) higher peak revenue for PALSONIFY for acromegaly, but increased time to identify and prescribe treatment to certain segments of patients and a smaller estimated current addressable market (with the potential for future expansion of the total available market due

to the addition of undiagnosed patients arising from the market entry of PALSONIFY), (ii) reduced estimated peak revenue for paltusotine for the treatment of carcinoid syndrome due to a smaller estimated core launch market, (iii) an estimated increase in the peak revenue share for atumelnant based on a higher estimated peak market share and faster uptake and (iv) an estimated increase in sales, general and administrative and research and development expenses to correspondingly support improved commercial potential of the items referenced in clauses (i) through (iii).

The following table presents estimates of our risk-adjusted total revenue, gross profit, EBIT and free cash flow as reflected in the April 22 Management Forecasts.