AN2 Therapeutics (ANTX) cuts exercise price on executive and employee options to $3.91

Rhea-AI Filing Summary

AN2 Therapeutics, Inc. approved a broad stock option repricing on March 19, 2026. All outstanding options granted under its 2017 and 2022 equity incentive plans before that date now have an exercise price of $3.91 per share, matching the common stock closing price on the repricing date.

Holders must still pay the original exercise price if they exercise before the “Premium End Date,” defined as the earliest of September 19, 2027, a change in control, or the holder’s death or disability. All other terms of the options remain unchanged. Named executive officers affected include CEO Eric Easom with 742,649 repriced options, CLO/COO Joshua Eizen with 142,150 options, and CFO Lucy Day with 221,965 options, originally priced between $6.60 and $17.88 per share.

Insights

Equity compensation and governance analyst

Company reprices underwater options to $3.91 while preserving original premiums until late 2027.

AN2 Therapeutics reduced the exercise price of all eligible options under its 2017 and 2022 plans to $3.91 per share, the closing price on March 19, 2026. This applies to employees and non-employee directors, including senior executives, without issuing new awards.

Economic value is moderated by a “Premium End Date.” If holders exercise before September 19, 2027, or leave earlier, they must pay their original, higher exercise prices ranging from $6.60 to $17.88. Only exercises after that date, or after specified events, benefit from the lower strike.

The board states the goal is to retain and motivate participants while avoiding additional stock dilution or major cash compensation. Actual cost and incentive effects will depend on future stock performance and when holders choose to exercise relative to the Premium End Date and potential change-in-control events.

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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): March 19, 2026

AN2 THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41331		82-0606654
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1300 El Camino Real, Suite 100

Menlo Park, California 94025

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 331-9090

Not Applicable

(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, $0.00001 par value		ANTX		The Nasdaq Global Select Market

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 March 19, 2026 (the “Repricing Date”), in accordance with the AN2 Therapeutics, Inc. Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) and the AN2 Therapeutics, Inc. 2022 Equity Incentive Plan (together with the 2017 Plan, the “Plans”), the Board of Directors (the “Board”) of AN2 Therapeutics, Inc. (the “Company”) approved a stock option repricing (the “Option Repricing”), effective as of the Repricing Date, of all outstanding stock options granted under the Plans prior to the Repricing Date (the “Eligible Options”), including stock options held by the Company’s named executive officers and non-employee members of the Board. Pursuant to the Option Repricing, the exercise price of each Eligible Option was reduced to $3.91 per share, the closing price of the Company’s common stock on the Repricing Date. To the extent an Eligible Option is exercised prior to the Premium End Date (as defined below), or the eligible holder’s services with the Company terminates prior to the Premium End Date, the holder will be required to pay the original exercise price per share of the Eligible Options. The “Premium End Date” means the earliest of (i) September 19, 2027, (ii) the date of a change in control, or (iii) the eligible holder’s death or disability. Except for the reduction in the exercise prices of the Eligible Options as described above, the Eligible Options will retain their existing terms and conditions as set forth in the Plans and the applicable award agreements.

The Board believes that the Option Repricing with the Premium End Date is in the best interests of the Company, as the amended stock options will provide added incentives to retain and motivate Plan participants without incurring the stock dilution resulting from significant additional equity grants to the eligible participants or significant additional cash expenditures resulting from additional cash compensation.

The Company’s named executive officers hold the following aggregate number of Eligible Options: Eric Easom, President, Chief Executive Officer and Board chair: 742,649 Eligible Options, with original exercise prices ranging from $6.60 - $17.28 per share; Joshua Eizen, Chief Legal Officer and Chief Operating Officer: 142,150 Eligible Options, with original exercise prices ranging from $14.29 - $17.88 per share; and Lucy Day, Chief Financial Officer: 221,965 Eligible Options, with original exercise prices ranging from $6.60 - $17.28 per share.

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.

Dated: March 20, 2026						AN2 Therapeutics, Inc.
				By:		/s/ Joshua Eizen
						Joshua Eizen
						Chief Legal Officer and Chief Operating Officer

FAQ

What did AN2 Therapeutics (ANTX) change in its March 2026 stock option repricing?

AN2 Therapeutics reduced the exercise price of all eligible outstanding stock options to $3.91 per share, equal to the common stock’s closing price on March 19, 2026. The original vesting schedules and other option terms under the 2017 and 2022 equity plans remain unchanged.

How does the Premium End Date work in AN2 Therapeutics’ option repricing?

The Premium End Date is the earliest of September 19, 2027, a change in control, or the holder’s death or disability. If an option is exercised before this date or service ends earlier, the holder must pay the original, higher exercise price rather than the new $3.91 strike.

Which AN2 Therapeutics executives are affected by the March 2026 option repricing?

The repricing covers options held by key executives. CEO Eric Easom has 742,649 eligible options, CLO/COO Joshua Eizen has 142,150, and CFO Lucy Day has 221,965. Their original exercise prices ranged from $6.60 to $17.88 per share under company equity plans.

Why did AN2 Therapeutics’ board implement the March 2026 option repricing?

The board believes the repricing with a Premium End Date is in the company’s best interests. It states that amended options should help retain and motivate plan participants without the stock dilution of significant new equity grants or substantial additional cash compensation outlays.

Does AN2 Therapeutics’ option repricing create additional stock dilution?

The company states the repricing is intended to provide incentives without incurring stock dilution from significant additional equity grants. It adjusts exercise prices on existing options rather than issuing large new awards, while keeping original premiums for exercises before the Premium End Date.

What is the new exercise price for AN2 Therapeutics’ repriced stock options?

Each eligible stock option now carries an exercise price of $3.91 per share, which matches the closing market price of AN2 Therapeutics’ common stock on March 19, 2026. This single strike replaces original exercise prices that previously ranged as high as $17.88 per share.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB