false000182246200018224622026-02-232026-02-23
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): February 23, 2026
| | |
| ________________________________________________________________________________________________ |
Foghorn Therapeutics Inc.
(Exact name of registrant as specified in its charter)
| | |
| ________________________________________________________________________________________________ |
| | | | | | | | | | | | | | |
| Delaware | | 001-39634 | | 47-5271393 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| 99 Coolidge Avenue Suite 500 | | | |
| Watertown, | MA | | 02472 | |
| (Address of principal executive offices) | | (Zip Code) | |
(Registrant’s telephone number, including area code): (617) 586-3100
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, $0.0001 par value per share | | FHTX | | 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.
On February 23, 2026, Foghorn Therapeutics Inc. (the “Company”) announced that Ryan D. Maynard had been appointed to serve as the Company’s Chief Financial Officer, effective immediately. In connection with his appointment, Mr. Maynard will serve as the Company’s principal financial officer and principal accounting officer.
Mr. Maynard, age 56, previously served as Chief Financial Officer of Cara Therapeutics, Inc., a publicly-traded commercial-stage biopharmaceutical company, from September 2022 to 2025. Prior to that role he served as the Chief Financial Officer of Paulus Holdings Ltd. d/b/a LetsGetChecked, a global healthcare solutions company, from October 2019 to March 2022, as the Chief Financial Officer of Blade Therapeutics, Inc., a privately held biotechnology company, from February 2018 to June 2019, and as Chief Financial Officer of Rigel Pharmaceuticals, Inc, a public biotechnology company, from 2001 to 2017. Mr. Maynard started his career at Ernst and Young LLP., where he earned his CPA. He holds a B.S. in Commerce–Accounting from Santa Clara University.
There are no arrangements or understandings between Mr. Maynard and any other person pursuant to which he was elected as an officer. There are no family relationships between Mr. Maynard and any director or officer of the Company or any other related-party transaction of the Company involving Mr. Maynard.
In connection with his appointment as Chief Financial Officer, Mr. Maynard and the Company entered into a letter agreement that sets forth the terms and conditions of his employment (the “Employment Agreement”). The Employment Agreement provides for (i) an annual base salary of $510,000, (ii) eligibility to receive an annual performance bonus targeted at 40% of his annual base salary, (iii) a signing bonus of $90,000, (iv) an option award granted under the Company’s 2020 Equity Incentive Plan to purchase 400,000 shares of common stock of the Company, to be granted on or after February 23, 2026. The options will have a per share exercise price equal to the closing price of a share of the Company’s common stock on the date of grant and shall vest as to twenty five percent (25%) of the underlying shares on the first anniversary of grant date, and the remaining seventy five percent (75%) of the shares in equal quarterly installments on the first day of each calendar quarter for the twelve (12) quarters thereafter, in each case, subject to Mr. Maynard’s continued employment with the Company through the applicable vesting date.
The foregoing is only a summary of the material terms of the Employment Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement (a copy of which is filed as Exhibit 10.1 attached hereto).
In connection with Mr. Maynard’s appointment, Jeff Sacher, the Company’s Interim Chief Financial Officer and principal financial officer and principal accounting officer, will cease to serve in such roles.
Item 8.01 Other Events
On February 23, 2026, the Company issued a press release announcing the foregoing management changes. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| |
| Exhibit No. | Description |
| |
10.1 | Letter Agreement between Foghorn Therapeutics Inc. and Ryan Maynard, dated February 17, 2026 |
99.1 | Press release issued on February 23, 2026 |
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.
| | | | | | | | | | | |
| | | |
| FOGHORN THERAPEUTICS INC. |
| By: | | /s/ Michael J. LaCascia |
| | | Michael J. LaCascia |
| | | Chief Legal Officer |
| | | |
Date: February 23, 2026
Foghorn Therapeutics Strengthens Financial Leadership with Appointment of Ryan Maynard as Chief Financial Officer
WATERTOWN, Mass. -- (GLOBE NEWSWIRE) – February 23, 2026 -- Foghorn® Therapeutics Inc. (Nasdaq: FHTX), a clinical-stage biotechnology company pioneering a new class of medicines that treat serious diseases by correcting abnormal gene expression, today announced that Ryan Maynard will join the company as Chief Financial Officer (CFO) on February 23, 2026. Mr. Maynard joins Foghorn with over 25 years of executive experience driving financial strategy, capital markets execution, and operational performance across public and private biopharmaceutical companies.
“I am delighted to welcome Ryan to Foghorn as our new CFO as we continue to advance our first-in-class pipeline," said Adrian Gottschalk, President and Chief Executive Officer of Foghorn. “Ryan is a seasoned biotech executive who brings proven financial and operational leadership. His experience scaling organizations will accelerate our mission to deliver novel therapies to patients.”
Prior to joining Foghorn, Mr. Maynard was most recently at Cara Therapeutics, Inc., where he successfully led financial strategy and strategic transactions as the Chief Financial Officer.
Ryan Maynard, Chief Financial Officer of Foghorn, added, “I am excited to join Foghorn at this pivotal time as the Company’s lead program advances in dose escalation in partnership with Lilly, and our selective degrader portfolio nears the clinic. I look forward to partnering with the executive team and Board to provide disciplined financial leadership, drive execution, and support long-term growth and value creation.”
Mr. Maynard has over 25 years of executive experience leading both public and private biopharmaceutical and healthcare technology organizations. He has raised over $1 billion through public and private financings, played a key role in the Food and Drug Administration (FDA) approval and commercial launch planning of TAVALISSE®, and built strong relationships with healthcare-focused investors. Most recently at Cara Therapeutics, Inc., he successfully executed a reverse merger with Tvardi Therapeutics, raised $37.5 million through a non-dilutive royalty deal, and provided executive leadership on commercial manufacturing and launch planning for KORSUVA®. Mr. Maynard was previously the CFO at Rigel Pharmaceuticals, LetsGetChecked Inc., and Blade Therapeutics. He holds a BS in Commerce with a focus in accounting from Santa Clara University. Mr. Maynard currently serves on the board of Iovance Biotherapeutics, Inc., a commercial biotechnology company.
About Foghorn Therapeutics
Foghorn® Therapeutics is discovering and developing a novel class of medicines targeting genetically determined dependencies within the chromatin regulatory system. Through its proprietary scalable Gene Traffic Control® platform, Foghorn is systematically studying, identifying, and validating potential drug targets within the chromatin regulatory system. The Company is developing multiple product candidates in oncology. Visit our website at www.foghorntx.com for more information on the Company, and follow us on X and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements.” Forward-looking statements include statements regarding the Company’s ongoing Phase 1 trial of FHD-909 in SMARCA4-mutated cancers, pre-clinical product candidates, expected timing of clinical data, expected cash runway, expected timing of regulatory filings, and research efforts and other statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including risks relating to our clinical trials and other factors set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made.
Contact:
Karin Hellsvik, Foghorn Therapeutics Inc.
khellsvik@foghorntx.com
