Cytokinetics (CYTK) appoints James M. Daly to Board with equity grants

Rhea-AI Filing Summary

Cytokinetics, Incorporated reported that its Board of Directors appointed James M. Daly as a Class III director effective August 19, 2025, with a term running through the company’s 2028 annual stockholders’ meeting. He will also serve on the Board’s Compliance Committee, and the Board has determined he is independent under SEC rules, Nasdaq standards and the company’s governance guidelines. The company states there are no related-party transactions requiring disclosure.

Mr. Daly will receive standard non-employee director compensation, including a $50,000 annual cash retainer for Board service and $7,500 annually for Compliance Committee service, both pro-rated for partial periods. He is also eligible for an annual equity award of restricted stock units and stock options with a combined grant date fair value of $440,000. In addition, on the effective date he received an initial stock option to purchase 27,450 shares, valued at $700,000, vesting monthly over three years, subject to continued Board service, and the company entered into its standard indemnification agreement with him.

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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): August 19, 2025

Cytokinetics, Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-50633	94-3291317
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
350 Oyster Point Boulevard
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 624-3000

(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, $0.001 par value		CYTK		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 August 19, 2025, (the “Effective Date”), the Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) appointed, upon the recommendation of the Nominating and Governance Committee of the Board, James M. Daly to fill a vacant Board seat and to serve as a Class III member of the Board with an initial term expiring at the Company’s 2028 annual meeting of stockholders. The Board also appointed Mr. Daly as a member of the Board’s Compliance Committee.

There are no arrangements or understandings between Mr. Daly and any other persons pursuant to which he was selected as a director of the Company. The Board has determined that Mr. Daly is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (the “SEC”) requirements and Nasdaq listing standards. There is no transaction involving Mr. Daly that requires disclosure under Item 404(a) of Regulation S-K.

Mr. Daly will participate in the Company’s non-employee director compensation arrangements, which are currently comprised of: (i) an annual retainer of $50,000 for his service on the Board commencing on the Effective Date, with payment pro-rated for any partial period of service, (ii) an annual retainer of $7,500 for his service on the Board’s Compliance Committee commencing on the Effective Date, with payment pro-rated for any partial period of service, (iii) an annual recurring equity grant comprised of restricted stock units and stock options to purchase the Company’s common stock with an aggregate grant date fair value of $440,000, the stock options of which will vest monthly over a period commencing on the grant date and ending on the earlier to occur of (x) the one-year anniversary of the date of the grant and (y) the date of Company’s annual meeting of stockholders for the calendar year immediately subsequent to the grant date, and the restricted stock units of which will vest in one installment on the earlier to occur of (x) the one-year anniversary of the grant date and (y) the date of the Company’s annual meeting of stockholders for the calendar year immediately subsequent to the grant date, in each case subject to Mr. Daly’s continuous service as a member of the Board. In addition, on the Effective Date, Mr. Daly received an option to purchase 27,450 shares of the Company’s common stock (the “Initial Grant”), which represent stock options with a grant date fair value of $700,000. The Initial Grant will vest monthly over the period commencing on the Effective Date and ending on the three-year anniversary of the Effective Date, subject to his continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Mr. Daly.

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.

			CYTOKINETICS, INCORPORATED
Date:	August 20, 2025	By:	/s/ John Faurescu
			John Faurescu SVP, Deputy General Counsel & Secretary

FAQ

What did Cytokinetics (CYTK) announce in this 8-K filing?

Cytokinetics announced that its Board appointed James M. Daly as a Class III director effective August 19, 2025, filling a vacant Board seat and adding him to the Compliance Committee.

How long will James M. Daly serve on the Cytokinetics (CYTK) Board?

James M. Daly was appointed as a Class III director with an initial term expiring at Cytokinetics’ 2028 annual meeting of stockholders, subject to standard corporate processes.

Is the new Cytokinetics (CYTK) director considered independent?

Yes. The Board determined that James M. Daly is independent under Cytokinetics’ Corporate Governance Guidelines, applicable SEC requirements and Nasdaq listing standards.

What cash compensation will James M. Daly receive from Cytokinetics (CYTK)?

He will receive an annual cash retainer of $50,000 for Board service and an additional $7,500 annually for serving on the Board’s Compliance Committee, with both amounts pro-rated for any partial year of service.

What equity compensation will the new Cytokinetics (CYTK) director receive?

Mr. Daly is eligible for an annual recurring equity grant of restricted stock units and stock options with a combined grant date fair value of $440,000, subject to vesting based on continued Board service.

What is the size and vesting schedule of James M. Daly’s initial stock option grant at Cytokinetics (CYTK)?

On the effective date, Mr. Daly received an initial option to purchase 27,450 shares of Cytokinetics common stock, with a grant date fair value of $700,000, vesting monthly over three years, contingent on his continued service as a director.

Did Cytokinetics (CYTK) disclose any related-party transactions involving James M. Daly?

No. The company stated there is no transaction involving Mr. Daly that requires disclosure under Item 404(a) of Regulation S-K, and that there are no arrangements or understandings with other persons related to his selection as director.