Director changes and board class rebalance at Codexis (NASDAQ: CDXS)

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What board change did Codexis (CDXS) announce in this 8-K?

Why did Dennis Wolf resign from the Codexis (CDXS) board?

How did Codexis (CDXS) rebalance its board classes in April 2026?

Does Esther Martinborough remain on the Codexis (CDXS) board?

What is the composition of Codexis (CDXS) board classes after the rebalance?

Which committees does Esther Martinborough serve on at Codexis (CDXS)?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Codexis, Inc. reported board changes centered on director departures and reclassification among its staggered board classes. On April 8, 2026, Dennis Wolf resigned from the Board, and from the Audit and Compensation Committees, effective immediately. The company stated his resignation was not due to any disagreement regarding operations, policies or practices.

On April 10, 2026, to rebalance director classes, Esther Martinborough, Ph.D., resigned as a Class II director and was immediately re-elected as a Class III director. She continues on the Board and serves on the Compensation and Strategy Committees and as Chair of the Science & Technology Committee. After this “Class Rebalance,” the Board consists of three Class I, three Class II, and three Class III directors.

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

1 item

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.

Wolf resignation date: April 8, 2026 Class rebalance date: April 10, 2026 Class I directors: 3 directors +2 more

5 metrics

Wolf resignation date April 8, 2026 Effective date of Dennis Wolf’s resignation from the Board

Class rebalance date April 10, 2026 Effective date of board class rebalance and Martinborough re-election

Class I directors 3 directors Board composition after the Class Rebalance

Class II directors 3 directors Board composition after the Class Rebalance

Class III directors 3 directors Board composition after the Class Rebalance

Audit Committee, Compensation Committee, Strategy Committee, Science & Technology Committee, +1 more

5 terms

Audit Committee financial

"he also resigned from his positions as a member of the Audit Committee and the Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"resigned from his positions as a member of the Audit Committee and the Compensation Committee of the Board"

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.

Strategy Committee financial

"as a member of the Compensation Committee of the Board and the Strategy Committee of the Board"

Science & Technology Committee financial

"as Chair of the Science & Technology Committee of the Board"

Class Rebalance financial

"The resignation and re-election of Dr. Martinborough were effected solely to rebalance the Board’s classes (the “Class Rebalance”)"

Understanding 8-K Material Events →

04/14/2026 - 04:01 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): April 8, 2026

Codexis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34705

71-0872999

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Penobscot Drive

Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

(650) 421-8100

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

☐	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 $0.0001 per share

CDXS

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 April 8, 2026, Dennis Wolf notified the Board of Directors (the “Board”) of Codexis, Inc. (the “Company”) of his decision to resign from the Board, effective immediately. In connection with his resignation from the Board, Mr. Wolf also resigned from his positions as a member of the Audit Committee and the Compensation Committee of the Board, effective immediately. Mr. Wolf’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

On April 10, 2026, following Mr. Wolf’s resignation and in order to achieve an equal balance of membership among the classes of directors, the Board determined, effective April 10, 2026, to move one of the directors from Class II with a current term expiring at the 2027 Annual Meeting of Stockholders, to Class III with a term expiring at the Company’s 2028 Annual Meeting of Stockholders. On April 10, 2026, due to the unequal balance of membership among the Board classes, Esther Martinborough, Ph.D., who is a Class II director, resigned as a director, effective April 10, 2026 and the Board approved to re-elect Dr. Martinborough as a Class III director and as a member of the Compensation Committee of the Board and the Strategy Committee of the Board and as Chair of the Science & Technology Committee of the Board, effective immediately thereafter. The resignation and re-election of Dr. Martinborough were effected solely to rebalance the Board’s classes (the “Class Rebalance”) and, for all other purposes, Dr. Martinborough’s service on the Board and each of the Compensation Committee of the Board, the Science & Technology Committee of the Board and the Strategy Committee of the Board shall be deemed to have continued uninterrupted. Effective April 10, 2026, following the Class Rebalance, the Board consists of three Class I directors, three Class II directors, and three Class III directors.

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.

Source: View Original Filing on SEC EDGAR

Codexis reported that director Dennis Wolf resigned from the Board, Audit Committee, and Compensation Committee, effective April 8, 2026, and rebalanced its classified board by shifting another director between classes.

Dennis Wolf resigned from the Codexis Board on April 8, 2026. The company stated his resignation was not the result of any disagreement with Codexis regarding its operations, policies, practices, or any other matter.

On April 10, 2026, Codexis reclassified one director from Class II to Class III. As part of this process, Esther Martinborough, Ph.D., resigned as a Class II director and was immediately re-elected as a Class III director.

Yes. Esther Martinborough, Ph.D., resigned as a Class II director on April 10, 2026, and was immediately re-elected as a Class III director, with her board and committee service deemed continuous despite the technical reclassification.

Effective April 10, 2026, Codexis’ Board consists of three Class I directors, three Class II directors, and three Class III directors, creating an equal balance among the three director classes.

Following her re-election as a Class III director, Esther Martinborough, Ph.D., serves on the Compensation Committee and Strategy Committee of the Board and is Chair of the Science & Technology Committee.

Codexis, Inc.

Date: April 14, 2026

/s/ Georgia Erbez

Georgia Erbez

Chief Financial Officer and Chief Business Officer

3 documents