Does Acrivon Therapeutics’ equity plan include an evergreen share increase feature?

Yes. The plan’s share reserve automatically increases on January 1 of each year through 2032 by 5% of fully diluted shares, including pre-funded warrants, unless the Board approves a smaller increase for that year.

Acrivon Therapeutics (ACRV) shareholders approve larger equity plan and elect directors

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Acrivon Therapeutics, Inc. held its 2026 annual meeting of stockholders, where shareholders approved an Amended and Restated 2022 Equity Incentive Plan. The plan authorizes up to 8,606,723 shares of common stock for equity awards, including an increase of 3,000,000 shares approved at the meeting, and features an annual automatic share reserve increase of 5% of fully diluted shares through 2032 unless the Board sets a lower amount.

Shareholders also elected Michael Tomsicek and Charles Baum as Class I directors to serve until the 2029 annual meeting, ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, and approved the amended equity plan. A quorum of 31,336,993.43 shares, representing 73.21% of shares entitled to vote as of April 23, 2026, was present or represented by proxy.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share reserve: 8,606,723 shares New shares added to plan: 3,000,000 shares Evergreen increase rate: 5% of fully diluted shares +4 more

7 metrics

Equity plan share reserve 8,606,723 shares Total shares that may be issued under Amended and Restated 2022 Plan

New shares added to plan 3,000,000 shares Incremental increase to share reserve approved at 2026 annual meeting

Evergreen increase rate 5% of fully diluted shares Automatic annual share reserve increase on January 1 through 2032

Quorum shares represented 31,336,993.43 shares Shares present or represented by proxy at annual meeting

Quorum participation rate 73.21% Portion of outstanding shares entitled to vote as of April 23, 2026

Auditor ratification votes for 31,278,962 votes Votes in favor of ratifying PwC as independent auditor for 2026

Equity plan approval votes for 20,546,400 votes Votes in favor of amended and restated 2022 Equity Incentive Plan

Key Terms

Amended and Restated 2022 Equity Incentive Plan, stock appreciation rights, restricted stock unit awards, independent registered public accounting firm, +2 more

6 terms

Amended and Restated 2022 Equity Incentive Plan financial

"At the Annual Meeting, the Company’s stockholders approved the Acrivon Therapeutics, Inc. Amended and Restated 2022 Equity Incentive Plan"

stock appreciation rights financial

"the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

restricted stock unit awards financial

"stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other stock-based awards"

Restricted stock unit awards are company promises to deliver a specific number of shares to employees or service providers in the future once conditions—such as staying with the company for a set time or meeting performance targets—are met. They matter to investors because when the promises convert into actual shares they increase the total share count and can reduce earnings per share, while also aligning recipients’ interests with stock performance much like deferred pay that turns into ownership if goals are met.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Votes were cast as follows | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

pre-funded warrants financial

"share reserve automatically increases ... by an amount equal to 5% of the Company’s fully diluted shares (including outstanding pre-funded warrants)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

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Understanding 8-K Material Events →

06/17/2026 - 05:28 PM

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): June 17, 2026

    

Acrivon Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41551	82-5125532
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

480 Arsenal Way Suite 100
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (617) 207-8979

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ACRV	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2026, Acrivon Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Acrivon Therapeutics, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Amended and Restated 2022 Plan”), which previously had been approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval. The following paragraphs provide a summary of certain terms of the Amended and Restated 2022 Plan.

The purposes of the Amended and Restated 2022 Plan are to secure and retain the services of employees, non-employee directors and consultants, provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates, and provide such persons with an opportunity to benefit from increases in the value of the Company’s common stock through the granting of equity-based awards.

Under the Amended and Restated 2022 Plan, the Company may grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other stock-based awards.

Subject to the terms and conditions of the Amended and Restated 2022 Plan, the aggregate number of shares of the Company’s common stock that may be issued pursuant to awards granted under the Amended and Restated 2022 Plan is 8,606,723 shares, which includes an increase of 3,000,000 shares approved by the Company’s stockholders at the Annual Meeting. In addition, under the terms of the Amended and Restated 2022 Plan, the share reserve automatically increases on January 1 of each year through 2032 by an amount equal to 5% of the Company’s fully diluted shares (including outstanding pre-funded warrants) outstanding on the immediately preceding December 31, unless the Board determines a lesser increase for a given year.

The foregoing description of the Amended and Restated 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated 2022 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, a quorum of 31,336,993.43 shares of the Company’s common stock, or 73.21% of the outstanding shares of common stock entitled to vote as of the record date of April 23, 2026, were present or represented by proxy.

Three items of business were acted upon by the stockholders at the Annual Meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Election of Michael Tomsicek, M.B.A. and Charles Baum, M.D., Ph.D. as Class I Directors.

Michael Tomsicek, M.B.A. and Charles Baum, M.D., Ph.D. were each elected to serve as a Class I director to hold office until the Company’s 2029 Annual Meeting of Stockholders and until the election and qualification of his successor. Votes were cast as follows:


	For	Withheld	Broker Non-Votes
Michael Tomsicek, M.B.A.	24,020,408	1,229,385	6,087,200
Charles Baum, M.D., Ph.D.	23,657,074	1,592,719	6,087,200

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following vote:


For	Against	Abstain	Broker Non-Votes
31,278,962	53,857	4,174	0

Proposal Three: Approval of the Amendment and Restatement of the Company’s 2022 Equity Incentive Plan.

The stockholders approved the Acrivon Therapeutics, Inc. Amended and Restated 2022 Equity Incentive Plan. Votes were cast as follows:


For	Against	Abstain	Broker Non-Votes
20,546,400	3,757,400	104,757	6,928,436

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description
10.1		Amended and Restated 2022 Equity Incentive Plan
104		Cover Page Interactive Data File (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.


			Acrivon Therapeutics, Inc.

Date:	June 17, 2026	By:	/s/ Peter Blume-Jensen, M.D., Ph.D.
			Name: Peter Blume-Jensen, M.D., Ph.D. Title: Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

FAQ

What did Acrivon Therapeutics (ACRV) shareholders approve at the 2026 annual meeting?

Shareholders approved the Amended and Restated 2022 Equity Incentive Plan, expanding equity award capacity. They also elected two Class I directors and ratified PricewaterhouseCoopers LLP as the independent auditor for the 2026 fiscal year.

How many shares are authorized under Acrivon’s amended 2022 Equity Incentive Plan?

The amended plan authorizes up to 8,606,723 shares of common stock for equity awards. This total includes an additional 3,000,000 shares that shareholders specifically approved at the 2026 annual meeting.

Who was elected to Acrivon Therapeutics’ board at the 2026 meeting?

Shareholders elected Michael Tomsicek, M.B.A., and Charles Baum, M.D., Ph.D., as Class I directors. They will serve until the company’s 2029 annual meeting and until their respective successors are elected and qualified.

Which audit firm will serve Acrivon Therapeutics for the 2026 fiscal year?

PricewaterhouseCoopers LLP will serve as Acrivon Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, after shareholders ratified its appointment at the 2026 annual meeting.

What level of shareholder participation did Acrivon report for the 2026 annual meeting?

The meeting reached a quorum with 31,336,993.43 shares represented, equal to 73.21% of outstanding common shares entitled to vote as of the April 23, 2026 record date, indicating substantial shareholder participation.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 343.4 KB