Forte Biosciences (FBRX) stockholders approve amended 2021 equity incentive plan

Rhea-AI Filing Summary

Forte Biosciences, Inc. reported results of its 2026 annual stockholder meeting, where stockholders approved an amended and restated 2021 Equity Incentive Plan reserving 5,190,000 shares of common stock for equity awards. The plan allows stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares for employees, directors and consultants.

As of the April 17, 2026 record date, 20,478,817 shares were outstanding, and 17,766,034 shares were represented at the May 29, 2026 meeting in person or by proxy. Stockholders also elected three directors and approved additional proposals including the equity plan described in the company’s April 29, 2026 proxy statement.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity plan share reserve: 5,190,000 shares Newly requested shares: 1,850,000 shares Prior approved shares: 3,340,000 shares +5 more

8 metrics

Equity plan share reserve 5,190,000 shares Shares reserved under Amended and Restated 2021 Equity Incentive Plan

Newly requested shares 1,850,000 shares Portion of 5,190,000-share reserve newly requested in latest amendment

Prior approved shares 3,340,000 shares Shares approved in connection with January 24, 2025 special meeting

Potential add-on from prior plans 44,093 shares Maximum additional shares from legacy Tocagen and Forte plans

Shares outstanding 20,478,817 shares Outstanding as of April 17, 2026 record date

Shares represented at meeting 17,766,034 shares Shares present in person or by proxy at May 29, 2026 annual meeting

Director Wagner votes for 16,027,110 votes Votes for Paul A. Wagner, Ph.D., director election

Director Wagner votes withheld 232,861 votes Votes withheld on Paul A. Wagner, Ph.D., director election

Key Terms

Amended and Restated 2021 Equity Incentive Plan, restricted stock units, broker non-votes, definitive proxy statement, +1 more

5 terms

Amended and Restated 2021 Equity Incentive Plan financial

"the further amendment and restatement of the 2021 Equity Incentive Plan (as currently amended and restated, the “A&R 2021 Equity Incentive Plan”)"

restricted stock units financial

"through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

definitive proxy statement financial

"described in “Proposal No. 4 - Approval of the Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 →

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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): May 29, 2026

FORTE BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38052		26-1243872
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3060 Pegasus Park Dr. Building 6 Dallas, Texas		75247
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 618-6994

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, $0.001 par value		FBRX		The NASDAQ Stock Market LLC

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.

The board of directors of Forte Biosciences, Inc. (the “Company”) previously approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) at the Company’s 2021 annual meeting of stockholders, and in connection with the special meeting of stockholders held on January 24, 2025 (the “2025 Special Meeting”). Most recently, at the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the further amendment and restatement of the 2021 Equity Incentive Plan (as currently amended and restated, the “A&R 2021 Equity Incentive Plan”).

The purposes of the A&R 2021 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants, and to promote the success of the Company’s business. These purposes are achieved through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares.

The number of shares of common stock of the Company (the “Shares”) reserved for issuance under the A&R 2021 Equity Incentive Plan is equal to the sum of: (a) 5,190,000, representing 3,340,000 Shares approved in connection with the 2025 Special Meeting and 1,850,000 newly requested Shares, plus (b) any Shares subject to awards granted under the Tocagen, Inc. 2009 Equity Incentive Plan, the Tocagen, Inc. 2017 Equity Incentive Plan, and the Forte Biosciences Inc. 2018 Equity Incentive Plan that, after May 28, 2021, the date of the original stockholder approval of the 2021 Equity Incentive Plan, expire or otherwise terminate without having been exercised or issued in full, are forfeited to or repurchased by the Company due to failure to vest, or are used to pay the exercise price of such awards or to satisfy the tax liabilities or withholdings related to such awards. The maximum number of Shares to be added to the A&R 2021 Equity Incentive Plan pursuant to clause (b) is equal to 44,093 Shares.

The material terms of the A&R 2021 Equity Incentive Plan are described in “Proposal No. 4 - Approval of the Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2026, which description is incorporated herein by reference.

The foregoing description of the A&R 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the A&R 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2026 annual meeting of stockholders on May 29, 2026 (the “Annual Meeting”). Of the 20,478,817 Shares outstanding as of the record date of April 17, 2026, 17,766,034 Shares were represented at the Annual Meeting, either by proxy or by attending the meeting. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

1. Election of Class III Directors. The following nominees were elected to serve as Class III directors, each to hold office until the Company’s 2029 annual meeting of stockholders or until his respective successor has been duly elected and qualified or his or her earlier resignation or removal:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Steven Kornfeld			12,286,043				3,973,928				1,506,063
Scott Brun, M.D.			12,958,889				3,301,082				1,506,063
Paul A. Wagner, Ph.D.			16,027,110				232,861				1,506,063

2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,722,893		3,182		39,959		0

3. Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. The votes regarding the proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
12,143,153		3,764,729		352,089		1,506,063

4. Approval of the Amended and Restated 2021 Equity Incentive Plan. The Company’s stockholders approved the A&R 2021 Equity Incentive Plan. The votes regarding the proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,911,879		3,997,050		351,042		1,506,063

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit		Description
10.1		Amended and Restated 2021 Equity Incentive Plan
104		The cover page of this Current Report on Form 8-K, formatted in inline XBRL.

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.

				FORTE BIOSCIENCES, INC.
Date: June 2, 2026				By:		/s/ Antony Riley
						Antony Riley
						Chief Financial Officer

FAQ

What did Forte Biosciences (FBRX) stockholders approve at the 2026 annual meeting?

Stockholders approved an amended and restated 2021 Equity Incentive Plan reserving 5,190,000 common shares for equity awards. The plan supports options, restricted stock, RSUs, performance units and performance shares for employees, directors and consultants, aligning compensation with company performance.

How many Forte Biosciences (FBRX) shares are reserved under the new A&R 2021 Equity Incentive Plan?

The amended and restated 2021 Equity Incentive Plan reserves 5,190,000 shares of Forte Biosciences common stock. This includes 3,340,000 shares approved at the January 24, 2025 special meeting and 1,850,000 newly requested shares for future equity awards to personnel.

What additional shares can move into the Forte Biosciences (FBRX) A&R 2021 Equity Incentive Plan?

Up to 44,093 additional shares may be added from older Tocagen and Forte equity plans. These shares come from awards that expire, are forfeited, repurchased, or used to pay exercise prices or related tax withholdings after May 28, 2021.

How many Forte Biosciences (FBRX) shares were outstanding and represented at the 2026 meeting?

Forte Biosciences had 20,478,817 shares outstanding as of the April 17, 2026 record date. At the May 29, 2026 annual meeting, 17,766,034 shares were represented, either in person or through properly submitted proxies.

Were Forte Biosciences (FBRX) directors elected at the 2026 annual meeting?

Yes. Stockholders elected Steven Kornfeld, Scott Brun, M.D., and Paul A. Wagner, Ph.D., as directors. Each nominee received more votes for than withheld, with Paul A. Wagner receiving 16,027,110 votes for and 232,861 votes withheld, plus broker non-votes recorded.

Where can investors find full terms of the Forte Biosciences (FBRX) A&R 2021 Equity Incentive Plan?

The full terms are in the amended and restated 2021 Equity Incentive Plan filed as Exhibit 10.1 to the Form 8-K. A summary also appears under “Proposal No. 4” in the definitive proxy statement on Schedule 14A filed on April 29, 2026.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 92.4 KB

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