Material Event (Form 8-K)

As previously disclosed, on April 27, 2025, SpringWorks Therapeutics, Inc., a Delaware corporation (the "Company" or "SpringWorks"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement was approved by the board of directors of the Company (the "Board").

The completion of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including the expiration or termination of the applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended from time to time (the "HSR Act"), and the approval of the Merger by the Bundeskartellamt under the German Act Against Restraints of Competition (Gesetz Gegen Wettbewerbsbeschränkungen). On May 20, 2025, the Bundeskartellamt approved the Merger. The waiting period with respect to the Merger under the HSR Act expired at 11:59 p.m. Eastern Time on June 13, 2025. The approval of the Merger by the Bundeskartellamt and expiration of the waiting period under the HSR Act satisfy the aforementioned conditions to the completion of the Merger. The completion of the Merger remains subject to the satisfaction of other closing conditions, including approval of the Merger Agreement by the affirmative vote of holders of at least a majority of the outstanding shares of common stock, par value $0.0001 per share, of the Company entitled to vote on the adoption of the Merger Agreement at a meeting of Company stockholders duly called and held for such purpose. Assuming the satisfaction of necessary closing conditions, the Merger is expected to be consummated in the second half of 2025.

Additional Information and Where to Find It

In connection with the proposed transaction between SpringWorks and Merck KGaA, Darmstadt, Germany, SpringWorks has filed with the SEC a proxy statement on Schedule 14A relating to a special meeting of its stockholders. Additionally, SpringWorks may file other relevant materials with the SEC in connection with the proposed transaction. Investors and securityholders of SpringWorks are urged to read the proxy statement and any other relevant materials filed or that will be filed with the SEC, as well as any amendments or supplements to these materials and documents incorporated by reference therein, carefully and in their entirety when they become available because they contain or will contain important information about the proposed transaction and related matters. The proxy statement has been mailed or otherwise made available to SpringWorks' securityholders. Investors and securityholders are able to obtain a copy of the proxy statement as well as other filings containing information about the proposed transaction that are filed by SpringWorks with the SEC, free of charge on EDGAR at www.sec.gov, on the investor relations page of SpringWorks' website at ir.springworkstx.com, or by contacting SpringWorks' investor relations department at investors@springworkstx.com.

Participants in the Solicitation

SpringWorks and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of SpringWorks in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information about SpringWorks' directors and executive officers, including a description of their interests, by security holdings or otherwise, in the proposed transaction are included in the proxy statement. SpringWorks stockholders may obtain additional information regarding the participants in the solicitation of proxies in connection with the proposed transaction, by reading the proxy statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed transaction. You may obtain free copies of these documents using the sources indicated above.