Keros Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$KROS
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2026
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On February 24, 2026, the board of directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”), based upon a recommendation from the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), voted to appoint Charles Newton as a director of the Company, effective on March 9, 2026. Mr. Newton was appointed as a Class III director with a term expiring at the Company’s 2026 annual meeting of stockholders. The Board also appointed Mr. Newton to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”) and as a member of the Audit Committee of the Board (the “Audit Committee”).
There are no arrangements or understandings between Mr. Newton and any other person pursuant to which Mr. Newton was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Newton has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Newton has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Mr. Newton will participate in the Company’s standard compensation plan for non-employee directors, including (i) an initial stock option grant to purchase a number of shares of the Company’s common stock (“Common Stock”) having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial Option Grant”); provided, that the number of shares of Common Stock subject to the Initial Option Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date, subject to the maximum limit and terms in the Company’s 2020 Equity Incentive Plan (the “Plan”), and (ii) an initial restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial RSU Grant”); provided, that the number of shares of Common Stock subject to the Initial RSU Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date.
The shares subject to the Initial Option Grant will vest in equal quarterly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to Mr. Newton’s Continuous Service (as defined in the Plan) through each such vesting date. The Initial RSU Grant will vest over a three-year period, in twelve equal quarterly installments on each Quarterly Vesting Date (as defined below) that occurs on or following the effective date of Mr. Newton’s appointment, subject to Mr. Newton’s Continuous Service (as defined in the Plan) through each such vesting date. “Quarterly Vesting Date” means the 15th of each of February, May, August and November. Notwithstanding the foregoing, the Initial Option Grant and Initial RSU Grant will vest in full upon a Change in Control (as defined in the Plan).
In addition, pursuant to the Company’s amended and restated non-employee director compensation policy, Mr. Newton will be eligible for (i) an annual option grant to purchase a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual Option Grant”); provided, that the number of shares of Common Stock subject to the Annual Option Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date, and (ii) an annual restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual RSU Grant”); provided, that the number of shares of Common Stock subject to the Annual RSU Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date. The Annual Option Grant and the Annual RSU Grant will each be granted in connection with the Company’s annual meeting of stockholders each year (other than in connection with the 2026 annual meeting of stockholders). Mr. Newton will also be entitled pursuant to the non-employee director compensation policy to receive a $41,500 annual cash retainer for his service on the Board, as well as an additional annual retainer of $7,000 for service as a member of the Compensation Committee and an additional annual retainer of $8,500 for service as a member of the Audit Committee.
In connection with his appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Mr. Newton. The indemnification agreement will provide, among other things, that the Company will indemnify Mr. Newton for certain expenses, including damages, judgments, fines, penalties and settlements he may be required to pay in actions or proceedings which he is made party to arising in his capacity as a director or in connection with service at the Company’s request for another corporation or entity.
Departure of Director
On February 20, 2026, Dr. Carl Gordon notified the Board of his intention to resign from the Board, including from the Compensation Committee, effective March 9, 2026. Dr. Gordon’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Dr. Gordon for his years of service and valuable contributions to the Company.
Following Dr. Gordon’s resignation from the Board, including from the Compensation Committee, and Mr. Newton’s appointment to the Compensation and Audit Committees, the membership of the three standing committees of the Board is as follows:
| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||||||
| Mary Ann Gray (chair) | Alpna Seth (chair) | Jean-Jacques Bienaimé (chair) | ||||||
| Nima Farzan | Nima Farzan | Julius Knowles | ||||||
| Julius Knowles | Mary Ann Gray | Alpna Seth | ||||||
| Charles Newton | Charles Newton | |||||||
Item 7.01. Regulation FD Disclosure.
On February 26, 2026, the Company issued a press release announcing the director changes discussed under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 to Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||||||||
| No. | Description | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KEROS THERAPEUTICS, INC. | ||||||||
| By: | /s/ Jasbir Seehra | |||||||
Jasbir Seehra, Ph.D. Chief Executive Officer | ||||||||
Dated: February 26, 2026