C4 Therapeutics updates bylaws on lawsuit forums

C4 Therapeutics, Inc. reported that its Board of Directors approved an immediate amendment to the company’s second amended and restated by-laws on April 9, 2026.

Rhea-AI Filing Summary

C4 Therapeutics, Inc. reported that its Board of Directors approved an immediate amendment to the company’s second amended and restated by-laws on April 9, 2026. The change designates the U.S. District Courts for the District of Massachusetts and the District of Delaware as the exclusive forums for resolving federal securities law claims, unless the company agrees in writing to another forum.

The amendment covers actions arising under the Securities Act of 1933, the Securities Exchange Act of 1934, and related rules and regulations. The Board adopted this forum selection provision in response to recent amendments to Delaware corporate law. The full text of the by-laws amendment is filed as an exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Board approval date: April 9, 2026 Report date: April 10, 2026

2 metrics

Board approval date April 9, 2026 Date the Board approved the by-laws amendment

Report date April 10, 2026 Date the company signed and dated the report

Key Terms

exclusive forums, Securities Act of 1933, Securities Exchange Act of 1934, forum selection provisions, +1 more

5 terms

exclusive forums regulatory

"to designate the United States District Court for the District of Massachusetts and the United States District Court for the District of Delaware as the exclusive forums"

Securities Act of 1933 regulatory

"arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended"

Securities Exchange Act of 1934 regulatory

"arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended"

forum selection provisions regulatory

"in response to recent amendments to the Generate Corporation Law of the State of Delaware regarding such forum selection provisions"

second amended and restated by-laws regulatory

"approved an amendment to the Company’s second amended and restated by-laws"

FAQ

What bylaw change did C4 Therapeutics (CCCC) disclose in this 8-K?

C4 Therapeutics disclosed a bylaw amendment designating specific federal courts as exclusive forums for federal securities law claims. It now directs Securities Act and Exchange Act lawsuits to U.S. District Courts in Massachusetts and Delaware, unless the company consents to a different forum in writing.

When did C4 Therapeutics’ Board approve the new forum selection bylaw?

The Board of C4 Therapeutics approved the new forum selection bylaw on April 9, 2026, with immediate effect. This timing is explicitly stated, clarifying when the exclusive federal forum requirements for securities law claims became operative for the company.

Which courts are designated in C4 Therapeutics’ exclusive forum bylaw?

The bylaw designates the U.S. District Court for the District of Massachusetts and the U.S. District Court for the District of Delaware. These courts are specified as exclusive forums for complaints under the Securities Act of 1933 and the Securities Exchange Act of 1934, absent written company consent.

Why did C4 Therapeutics change its bylaws regarding securities law forums?

C4 Therapeutics changed its bylaws in response to recent amendments to the Delaware corporate law regarding forum selection provisions. The company’s Board explicitly linked the bylaw update to these statutory changes, aligning its litigation forum rules with the updated Delaware framework.

What types of claims are covered by C4 Therapeutics’ new forum provision?

The new provision covers complaints asserting causes of action under the Securities Act of 1933, the Securities Exchange Act of 1934, and related SEC rules. It confines those federal securities claims to the specified district courts unless C4 Therapeutics agrees in writing to a different forum.

Where can investors find the full text of C4 Therapeutics’ bylaw amendment?

The full text of the bylaw amendment is filed as Exhibit 3.1 to the report. The company notes that its brief description is qualified in its entirety by this exhibit, meaning the detailed legal language appears directly in that attached document.

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Accepted by SEC EDGAR 04/10/2026 - 07:17 AM Learn about SEC filing dates

0001662579false12/3100016625792026-04-102026-04-10

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): April 10, 2026 (April 9, 2026)

_________________________________________________________________

C4 THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________________

Delaware			001-39567			47-5617627
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
490 Arsenal Way,   Suite 120 Watertown,  MA						02472
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 231-0700

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $0.0001 par value per share

CCCC

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 o

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. o

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On April 9, 2026, the Board of Directors (the “Board”) of C4 Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s second amended and restated by-laws (the “By-laws Amendment”), effective immediately, to designate the United States District Court for the District of Massachusetts and the United States District Court for the District of Delaware as the exclusive forums for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, unless the Company consents in writing to the selection of an alternative forum. The Board approved the By-laws Amendment in response to recent amendments to the Generate Corporation Law of the State of Delaware regarding such forum selection provisions.

The foregoing description of the By-laws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.

Exhibit Number						Description
3.1						Amendment No. 1 to Second Amended and Restated By-laws of C4 Therapeutics, Inc.
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 thereunto duly authorized.

			C4 Therapeutics, Inc.
Date: April 10, 2026			By:			/s/ Kendra R. Adams
						Kendra R. Adams
						Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB