Assembly Biosciences (ASMB) boosts CEO bonus target in 2026 plan

Rhea-AI Filing Summary

Assembly Biosciences, Inc. has adopted a new 2026 Corporate Bonus Plan, effective January 1, 2026, to motivate, retain, attract and reward employees using performance-based cash bonuses for results achieved between January 1 and December 31 each year.

Bonuses will be based on Company-wide “Corporate Objectives” and individual or team “Individual Objectives,” with weightings that vary by level, from 100% corporate for the CEO to 25% corporate and 75% individual for associate director and below. Target bonus opportunities range up to 75% of base salary for the CEO, 30%–55% for other executives and up to 28% for non-executives, with actual payouts ranging from 0 to 1.5 times the target. The Compensation Committee also increased CEO Jason A. Okazaki’s bonus target from 60% to 65% of base salary for fiscal 2026.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

CEO target bonus: 75% of base salary Executive target bonus range: 30%–55% of base salary Non-executive target bonus: Up to 28% of base salary +5 more

8 metrics

CEO target bonus 75% of base salary Maximum target bonus under 2026 Corporate Bonus Plan

Executive target bonus range 30%–55% of base salary Executive Participants other than CEO

Non-executive target bonus Up to 28% of base salary Non-Executive Participants under the plan

Bonus payout range 0–1.5× bonus target Actual cash bonuses relative to target

CEO target increase 60% to 65% of base salary Jason A. Okazaki bonus target for fiscal 2026

Bonus payment deadline March 15 Latest date to pay bonuses after each Performance Period

CEO corporate weighting 100% Corporate Objectives Bonus weighting for Chief Executive Officer

Associate director weighting 25% corporate / 75% individual Bonus weighting for associate director and below

Key Terms

Corporate Objectives, Individual Objectives, Performance Period, Compensation Committee, +2 more

6 terms

Corporate Objectives financial

"The Plan is designed to award a cash bonus based on achievement of (1) certain Company-wide objectives (“Corporate Objectives”)"

Individual Objectives financial

"and/or (2) certain individual performance objectives, which may include certain department, group and/or team objectives applicable to the Participants (“Individual Objectives”)."

Performance Period financial

"goals achieved between January 1 and December 31 each year (a “Performance Period”)."

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

Compensation Committee regulatory

"the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Assembly Biosciences, Inc."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

bonus target financial

"the Committee approved an increase to the bonus target for Jason A. Okazaki"

Non-Executive Participants financial

"to administer and interpret the Plan and any cash bonuses awarded under the Plan with respect to Non-Executive Participants (as defined in the Plan)."

Understanding 8-K Material 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 24, 2026

Assembly Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35005	20-8729264
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Two Tower Place, 7th Floor, South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 509-4583

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, par value $0.001		ASMB		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.

(e)

On March 24, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) approved a new cash bonus plan, the 2026 Corporate Bonus Plan (the “Plan”). The Plan is effective as of January 1, 2026 and is designed to motivate, retain, attract and reward employees through a combination of corporate and individual performance-based incentive compensation goals achieved between January 1 and December 31 each year (a “Performance Period”). Under the Plan, cash bonuses will be paid to Company employees who commence employment no later than October 31 of a Performance Period and who are designated for participation by the Committee or the Chief Executive Officer (“Participants”), including the named executive officers.

The Plan is to be administered by the Committee, which will have full power and authority to administer and interpret the Plan, and under the terms of the Plan, the Committee has delegated to the Chief Executive Officer full power and authority to administer and interpret the Plan and any cash bonuses awarded under the Plan with respect to Non-Executive Participants (as defined in the Plan).

The Plan is designed to award a cash bonus based on achievement of (1) certain Company-wide objectives (“Corporate Objectives”) and/or (2) certain individual performance objectives, which may include certain department, group and/or team objectives applicable to the Participants (“Individual Objectives”). Relative weights of Corporate Objectives and Individual Objectives for each level of Participants, subject to adjustment by the Committee or the Chief Executive Officer, as applicable, are as follows:

Title		Corporate Objectives	Individual Objectives
Chief Executive Officer		100%	—
C-Level (other than Chief Executive Officer)/Senior Vice President/Vice President		75%	25%
Executive Director/Senior Director/Director		50%	50%
Associate Director and Below		25%	75%

Corporate Objectives will be approved by the Board within 90 days after the beginning of the Performance Period and consist of financial and operational metrics established by the Board. The Board will assign each objective a weight reflecting its relative importance to the Company’s achievement of its goals. The Corporate Objectives and their relative weight may be adjusted at any time during the Performance Period based on unanticipated events in the Board’s sole discretion. The Committee may also make adjustments that it considers reasonable and appropriate to the weighting of the Corporate Objectives based on unanticipated events, changes in the Company’s priorities or other equitable considerations. The Committee will determine, considering analysis and recommendations from management, the degree to which the Corporate Objectives have been met, which will be expressed as a percentage of Corporate Objectives achieved. Following the end of the performance period, when determining completion of the Corporate Objectives to be used in connection with determining cash bonuses to be paid, the Committee may, in its sole discretion, give credit for the Company's unanticipated accomplishments outside of the established Corporate Objectives.

Individual Objectives shall be set as provided in the Plan.

Participants are eligible to earn cash bonuses targeted at a specified percentage of his or her base salary during the applicable Performance Period. Bonus targets range from up to 75% of the base salary for the Chief Executive Officer, 30% to 55% of a Participant’s base salary for the Executive Participants (other than the Chief Executive Officer) and up to 28% of a Participant’s base salary for Non-Executive Participants.

Cash bonuses can range from 0 to 1.5 times a Participant’s bonus target and are expected to be paid in the first quarter following the completion of a Performance Period, but no later than March 15 of such year. Participants must remain employed by the Company through the payment date to receive a cash bonus.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Also on March 24, 2026, the Committee approved an increase to the bonus target for Jason A. Okazaki, the Company's Chief Executive Officer and President, from 60% to 65% of his base salary (the "Bonus Target Increase"), which is reflected in Amendment No. 1 to Mr. Okazaki's employment agreement ("Amendment No. 1"). The Bonus Target Increase is effective for fiscal year 2026. Actual bonus amounts payable to Mr. Okazaki, if any, will be determined by the Committee pursuant to the terms of the Plan. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is filed with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

1

Exhibit Number		Description
10.1		2026 Corporate Bonus Plan.
10.2		Amendment No. 1 to Amended and Restated Employment Agreement, dated March 26, 2026, between Assembly Biosciences, Inc. and Jason A. Okazaki.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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 thereunto duly authorized.

		Assembly Biosciences, Inc.
Date: March 30, 2026		By:	/s/ John O. Gunderson
			John O. Gunderson
			VP, General Counsel and Corporate Secretary

3

FAQ

What did Assembly Biosciences (ASMB) announce in its latest 8-K?

Assembly Biosciences approved a 2026 Corporate Bonus Plan effective January 1, 2026, establishing performance-based cash bonuses for employees. The plan uses corporate and individual objectives to determine payouts for a January 1 to December 31 performance period each year.

How are bonuses determined under Assembly Biosciences’ 2026 Corporate Bonus Plan?

Bonuses are based on achieving Company-wide Corporate Objectives and Individual Objectives set under the plan. The Board approves and weights Corporate Objectives, while the Compensation Committee evaluates performance and may adjust weightings and give credit for unanticipated accomplishments when determining final cash bonus amounts.

What bonus target percentages apply to Assembly Biosciences employees under the plan?

Participants can earn target bonuses up to 75% of base salary for the CEO, 30% to 55% for other executive participants, and up to 28% for non-executive participants. Actual paid bonuses may range from zero to 1.5 times each participant’s bonus target under the plan.

How are corporate versus individual goals weighted in ASMB’s new bonus plan?

Weightings vary by level: the CEO’s bonus is 100% tied to Corporate Objectives, C-level and vice presidents are 75% corporate and 25% individual, directors are split 50%/50%, and associate director and below are 25% corporate and 75% individual, subject to potential adjustments by leadership.

When are bonuses paid under Assembly Biosciences’ 2026 Corporate Bonus Plan?

Cash bonuses are expected to be paid in the first quarter following each performance period, and must be paid no later than March 15 of that year. Participants must remain employed through the payment date to receive any cash bonus under the plan.

How did Assembly Biosciences change CEO Jason Okazaki’s bonus opportunity?

The Compensation Committee increased CEO and President Jason A. Okazaki’s bonus target from 60% to 65% of base salary for fiscal year 2026. His actual bonus, if any, will still be determined under the terms of the 2026 Corporate Bonus Plan.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 54.4 KB
• EX-10.2 EX-10.2 33.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.0 KB