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Breanna O’Reilly joins Climb Bio (NASDAQ: CLYM) board with stock option grant

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Climb Bio, Inc. reported that director Andrew Levin resigned from its board, effective June 29, 2026. On the same day, the board elected Breanna O’Reilly, Ph.D., as a new director, with a term running until the 2027 annual meeting and until a successor is in place.

As a non-employee director, Dr. O’Reilly received a stock option to purchase 70,284 shares at an exercise price of $13.36 per share, vesting in equal monthly installments over three years from June 29, 2026. She will also receive a $40,000 annual cash retainer and ongoing annual equity grants under the company’s non-employee director compensation policy, and is covered by an indemnification agreement for certain expenses related to her board service.

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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.
Resignation date June 29, 2026 Effective date of Andrew Levin’s resignation from the board
Election date June 29, 2026 Effective date of Breanna O’Reilly’s election to the board
Option grant size 70,284 shares Stock options granted to Dr. O’Reilly as a non-employee director
Option exercise price $13.36 per share Exercise price equal to Climb Bio’s closing stock price on June 29, 2026
Vesting period 3 years Options vest in equal monthly installments from June 29, 2026
Annual cash retainer $40,000 Yearly cash compensation for Dr. O’Reilly’s board service
non-employee director compensation policy financial
"Dr. O’Reilly will receive compensation for her service as a non-employee director in accordance with the Company’s non-employee director compensation policy"
Item 404(a) of Regulation S-K regulatory
"no proposed transactions between the Company and Dr. O’Reilly that would require disclosure under Item 404(a) of Regulation S-K"
indemnification agreement regulatory
"Dr. O’Reilly has entered into an indemnification agreement with the Company"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001768446 0001768446 2026-06-29 2026-06-29
 
 

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 29, 2026

 

 

CLIMB BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40708   83-2273741

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

20 William Street, Suite 145  
Wellesley Hills, Massachusetts   02481
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (866) 857-2596

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 $0.0001 per share   CLYM  

The Nasdaq Stock Market LLC

(The Nasdaq Global 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.

Resignation of Director

On June 29, 2026, Andrew Levin notified the board of directors (the “Board”) of Climb Bio, Inc. (the “Company”) of his resignation as a member of the Board, effective immediately.

Election of New Director

Also on June 29, 2026, upon the recommendation of the nominating and corporate governance committee of the Board, Breanna O’Reilly, Ph.D., was elected as a member of the Board, effective immediately. Dr. O’Reilly was elected to serve with a term expiring at the Company’s 2027 annual meeting of stockholders and thereafter until her successor has been duly appointed and qualified or until her earlier death, resignation or removal.

Dr. O’Reilly will receive compensation for her service as a non-employee director in accordance with the Company’s non-employee director compensation policy, including a grant on June 29, 2026 (the “Grant Date”) of an option to purchase 70,284 shares of the Company’s common stock at an exercise price equal to $13.36 per share, the closing price of the Company’s common stock on the Grant Date, which option will vest in equal monthly installments from June 29, 2026 (the “Vesting Commencement Date”) until the third anniversary of the Vesting Commencement Date, subject to her continued service. Dr. O’Reilly will also be entitled to receive (i) annual cash retainers in the amount of $40,000 for her service as a director and (ii) annual equity grants in accordance with the Company’s non-employee director compensation policy.

There are no arrangements or understandings between Dr. O’Reilly and any other persons pursuant to which Dr. O’Reilly was elected as a director. Dr. O’Reilly has no family relationships with any of the Company’s directors or executive officers. There are no related-party transactions and no proposed transactions between the Company and Dr. O’Reilly that would require disclosure under Item 404(a) of Regulation S-K.

Dr. O’Reilly has entered into an indemnification agreement with the Company, the form of which was filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-257980) filed with the SEC on August 2, 2021 (an “Indemnification Agreement”), pursuant to which the Company may be required, among other things, to indemnify Dr. O’Reilly for certain expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by her in any action or proceeding arising out of her service to and activities on behalf of the Company.

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.

 

      Climb Bio, Inc.
Date: July 1, 2026     By:  

/s/ Aoife Brennan

            Aoife Brennan, M.B., Ch.B.
            President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Climb Bio (CLYM) disclose on June 29, 2026?

Climb Bio disclosed that Andrew Levin resigned from its board and Breanna O’Reilly, Ph.D., was elected as a new director, both effective June 29, 2026, updating the company’s board composition.

What is the term of Breanna O’Reilly’s board service at Climb Bio (CLYM)?

Breanna O’Reilly was elected to serve until Climb Bio’s 2027 annual meeting of stockholders and thereafter until her successor is duly appointed and qualified or until her earlier death, resignation or removal.

What equity award did Climb Bio (CLYM) grant to Breanna O’Reilly?

Climb Bio granted Dr. O’Reilly an option to purchase 70,284 shares of common stock at $13.36 per share, vesting in equal monthly installments over three years starting June 29, 2026, subject to continued service.

What cash compensation will Breanna O’Reilly receive as a Climb Bio (CLYM) director?

Dr. O’Reilly will receive annual cash retainers of $40,000 for her service as a director, consistent with Climb Bio’s non-employee director compensation policy, in addition to equity-based compensation.

Does Breanna O’Reilly have an indemnification agreement with Climb Bio (CLYM)?

Yes. Dr. O’Reilly entered into an indemnification agreement under the company’s standard form, which may require Climb Bio to indemnify her for certain expenses and liabilities arising from her board service.

Filing Exhibits & Attachments

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