CytomX Therapeutics appoints Charles Fuchs to board

CytomX Therapeutics, Inc. appointed Charles Fuchs, M.D., M.P.H., to its Board of Directors as a Class II director, effective July 24, 2026, with an initial term running until the company’s 2029 annual meeting of stockholders.

Rhea-AI Filing Summary

CytomX Therapeutics, Inc. appointed Charles Fuchs, M.D., M.P.H., to its Board of Directors as a Class II director, effective July 24, 2026, with an initial term running until the company’s 2029 annual meeting of stockholders. He will receive the company’s standard non-employee director compensation.

Upon joining the board, Dr. Fuchs was granted an option to purchase 118,000 shares of common stock under the 2015 Equity Incentive Plan, with an exercise price equal to the closing price on July 24, 2026. The option vests as to 1/36th of the shares each month, subject to his continued service. The company will also enter into its standard indemnification agreement with him and states there are no related-party transactions over $120,000 or special arrangements connected to his appointment.

8-K Event Classification

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.

Key Figures

Director appointment date: July 24, 2026 Stock options granted: 118,000 shares Monthly vesting fraction: 1/36th of shares +1 more

4 metrics

Director appointment date July 24, 2026 Effective date of Charles Fuchs’s appointment to the Board of Directors

Stock options granted 118,000 shares Option to purchase common stock under the 2015 Equity Incentive Plan

Monthly vesting fraction 1/36th of shares Portion of the option vesting on each monthly anniversary of appointment

Initial director term end 2029 annual meeting of stockholders Scheduled end of initial term as a Class II director

Key Terms

Class II director, 2015 Equity Incentive Plan, non-employee director compensation, indemnification agreement

4 terms

Class II director regulatory

"appointed to the Board of Directors ... as a Class II director"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

2015 Equity Incentive Plan financial

"received an option under the Company’s 2015 Equity Incentive Plan"

non-employee director compensation financial

"Dr. Fuchs will receive the Company’s standard non-employee director compensation"

indemnification agreement regulatory

"the Company will enter into an indemnification agreement with Dr. Fuchs"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did CytomX Therapeutics (CTMX) report on July 24, 2026?

CytomX Therapeutics appointed Charles Fuchs, M.D., M.P.H., to its Board of Directors as a Class II director, effective July 24, 2026. His initial term extends until the company’s 2029 annual meeting of stockholders, and he will receive standard non-employee director compensation.

How long is Charles Fuchs’s initial board term at CytomX Therapeutics (CTMX)?

Charles Fuchs’s initial term as a Class II director runs until CytomX’s 2029 annual meeting of stockholders. After that meeting, he would be subject to stockholder election in line with the company’s classified board structure and governance practices described for Class II directors.

What equity award did CytomX Therapeutics (CTMX) grant to Charles Fuchs?

Upon appointment, Charles Fuchs received an option for 118,000 shares of CytomX common stock under the 2015 Equity Incentive Plan. The exercise price equals the closing stock price on July 24, 2026, and the option vests in 1/36th monthly installments, subject to continued service.

How do Charles Fuchs’s stock options at CytomX Therapeutics (CTMX) vest?

The option to purchase 118,000 shares vests as to 1/36th of the shares on each monthly anniversary of his July 24, 2026 appointment. Vesting is conditioned on his continued service to CytomX through each applicable vesting date during the three-year vesting period.

Will CytomX Therapeutics (CTMX) enter an indemnification agreement with Charles Fuchs?

CytomX will enter into its standard indemnification agreement with Charles Fuchs, consistent with existing practice for directors. The form of this agreement was previously approved by the board and filed as Exhibit 10.16 to the company’s Form S-1 dated August 28, 2015.

Are there related-party transactions involving Charles Fuchs and CytomX Therapeutics (CTMX)?

CytomX states there have been no transactions over $120,000 since the beginning of the last fiscal year in which Charles Fuchs had a direct or indirect material interest. The company also reports no arrangements or understandings with others pursuant to which he was appointed a director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/27/2026 - 08:05 AM Accepted by SEC EDGAR 07/27/2026 - 08:05 AM Learn about SEC filing dates

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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): July 24, 2026

CytomX Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-37587		27-3521219
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

151 Oyster Point Blvd, Suite 400
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650-515-3185

Former Name or Former Address, if Changed Since Last Report: N/A

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:

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 per share		CTMX		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 July 24, 2026, Charles Fuchs, M.D., M.P.H., was appointed to the Board of Directors (the “Board”) of CytomX Therapeutics, Inc. (the “Company”), effective immediately, as a Class II director, with an initial term expiring at the Company’s 2029 annual meeting of stockholders.

Dr. Fuchs will receive the Company’s standard non-employee director compensation. Upon appointment to the Board, Dr. Fuchs received an option under the Company’s 2015 Equity Incentive Plan to purchase 118,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on July 24, 2026, the effective date of Dr. Fuchs’s appointment. The option will vest and become exercisable as to 1/36th of the shares subject to the option on each monthly anniversary of the date of appointment to the Board, subject to Dr. Fuchs’s continued service to the Company through each applicable vesting date.

In connection with Dr. Fuchs’s appointment to the Board, the Company will enter into an indemnification agreement with Dr. Fuchs in accordance with the Company’s standard practice and pursuant to the form previously approved by the Board, which form was filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 28, 2015.

There have not been any transactions since the beginning of the Company’s last fiscal year, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Dr. Fuchs had or will have a direct or indirect material interest. There are no arrangements or understandings between Dr. Fuchs and the Company or any other persons pursuant to which Dr. Fuchs was appointed as a director 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 thereunto duly authorized.

				CYTOMX THERAPEUTICS, INC.
Date: July 27, 2026				By:		/s/ Christopher W. Ogden
						Christopher W. Ogden
						SVP, Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB