[8-K] Foghorn Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

Foghorn Therapeutics Inc. (FHTX) has restructured its real-estate footprint, according to a Form 8-K filed on 1 July 2025.

New Watertown headquarters. On 27 June 2025 the company signed a 108-month lease with ARE-MA Region No. 77, LLC for 72,846 sq ft at 99 Coolidge Avenue, Watertown, MA. The premises will serve as the principal executive offices and support R&D, manufacturing and related activities.

• Lease commencement: 16 July 2025; base rent starts 9.5 months after delivery (targeted 1 Oct 2026).
• Year 1 base rent: $3.9 million (45,000 RSF).
• Year 2 base rent: ≈$5.2 million (60,000 RSF).
• Year 3 base rent: ≈$6.3 million; thereafter 3 % annual escalator beginning 1 Oct 2027.
• Tenant share of operating & tax expenses: ≈22.71 %.
• Two successive 5-year extension options.

Termination of Cambridge lease. Simultaneously, Foghorn executed an agreement with ARE-Tech Square, LLC to end its 81,441 sq ft lease at 500 Technology Square, Cambridge—originally set to run through 30 Sep 2028. The company will pay all rent and other amounts due through the agreed termination date.

Overall, the filing outlines a planned relocation from Cambridge to a purpose-built Watertown facility with staged rent obligations and optional extensions, replacing a larger, costlier lease that would otherwise have run for three additional years.

Positive

• Long-term facility secured with two 5-year extension options, supporting strategic growth.
• First-year rent abatement to $3.9 m delays cash outflow until after key development milestones.

Negative

• 9-year fixed rent obligation with 3 % annual escalators increases future fixed costs.
• Obligation to pay remaining rent on the terminated Cambridge lease could generate near-term cash drag.

Insights

Real-Estate Analyst

TL;DR: FHTX swaps an expiring Cambridge lease for a new Watertown HQ with staged rent, moderate escalators and extension options—financial impact appears neutral.

The 72.8 k sq ft Watertown lease provides long-term operational stability and consolidates functions under one roof. First-year rent of $3.9 m represents an abatement relative to market rates and previous obligations, giving the company flexibility during build-out. Annual escalations are a standard 3 %, while the 22.71 % share of operating expenses is in line with comparable biotech leases in Greater Boston. Two 5-year options preserve optionality without penalty. Early termination of the larger 81.4 k sq ft Cambridge lease removes an obligation that would have persisted to 2028, though Foghorn must still pay rent through the negotiated exit date. Net impact is operationally positive but financially neutral until rent commences in late 2026.

Equity Research Analyst

TL;DR: Relocation reallocates cash flows; no immediate P&L effect, but establishes predictable facility costs for nine years.

The transaction does not alter revenue guidance or near-term expense run-rate, as cash rent starts after October 2026. However, investors gain visibility into future occupancy costs: approximately $6.3 m in FY-2027 rising 3 % annually thereafter. Because the Cambridge lease was already an existing liability, the shift mainly changes timing and location of payments. With 18-24 months before rent accrues, Foghorn preserves cash during clinical milestones. Absent disclosed termination penalties or overlapping rent periods, the event is unlikely to change valuation models meaningfully, rendering the overall market impact neutral.

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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): June 27, 2025

________________________________________________________________________________________________

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.)

500 Technology Square, Ste 700

Cambridge,

MA

02139

(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 1.01     Entry into a Material Definitive Agreement.

On June 27, 2025, Foghorn Therapeutics Inc. (the “Company”) entered into a lease agreement (the “Lease”) with ARE-MA Region No. 77, LLC (the “Landlord”) for the lease of 72,846 square feet of space located at 99 Coolidge Avenue, Watertown, MA 02472, (the “Premises”) for the Company’s principal executive offices and for research, development, manufacturing, and related uses. The commencement date of the Lease is July 16, 2025. Base rent accrues nine and one-half (9½) months after the earlier of (i) the date the Landlord delivers the entire Premises to the Company and (ii) the date the Landlord could have delivered the entire Premises but for delays caused by the Company (the “Rent Commencement Date”), which is anticipated to be October 1, 2026. The Lease will expire 108 months from the first day of the first full month of the Rent Commencement Date, unless terminated earlier (the “Initial Term”).

The annual base rent under the Lease will initially be abated to $3.9 million based on 45,000 rentable square feet for the first year following the Rent Commencement Date and approximately $5.2 million for the following year based on 60,000 rentable square feet. Thereafter, the rent will be approximately $6.3 million and, starting on October 1, 2027, will be subject to a 3% annual increase for each remaining year of the Initial Term. The Company will also be responsible for a pro rata share of the payment of additional rent to cover the Company’s share of the annual operating and tax expenses for the Premises, with the Company’s share estimated to be approximately 22.71%. The Company holds two (2) successive options to extend the term for additional periods of five (5) years each, exercisable by written notice delivered not less than twelve (12) months and not more than eighteen (18) months prior to the expiration of the then-current term and subject to customary conditions, including that no default then exists.

The foregoing description of the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.02     Termination of a Material Definitive Agreement.

On June 27, 2025, the Company entered into an Agreement for Termination of Lease and Voluntary Surrender of Premises (the “Lease Termination Agreement”) with ARE-Tech Square, LLC (the “Prior Landlord”) to terminate that certain lease agreement, dated as of October 23, 2019, as amended, (the “Prior Lease”) for approximately 81,441 rentable square feet at 500 Technology Square, Cambridge, Massachusetts (the “Prior Premises”). The Lease Termination Agreement provides for the early termination of the Prior Lease, which was originally scheduled to expire on September 30, 2028. Under the Lease Termination Agreement, the Company is required to pay all rent and other amounts due under the Prior Lease through the applicable termination date.

The foregoing description of the Lease Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Lease Termination Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Lease Agreement, by and between Foghorn Therapeutics Inc. and ARE-MA Region No. 77, LLC, dated June 27, 2025
10.2			Lease Termination Agreement and Voluntary Surrender of Premises, by and between Foghorn Therapeutics Inc. and ARE-Tech Square, LLC, dated June 27, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Kristian Humer
									Kristian Humer
									Chief Financial Officer

Date: July 1, 2025

FAQ

What is the size of Foghorn Therapeutics' new Watertown facility?

The lease covers 72,846 square feet at 99 Coolidge Avenue, Watertown, MA.

When does the new lease for FHTX begin and when is rent first due?

The lease commences 16 July 2025; base rent starts about 9.5 months after delivery, targeted for 1 October 2026.

How much will Foghorn pay in base rent during the first three years?

Year 1: $3.9 m; Year 2: ≈$5.2 m; Year 3: ≈$6.3 m, followed by 3 % annual increases.

What happened to the existing Cambridge lease at 500 Technology Square?

Foghorn signed a Lease Termination Agreement ending the Cambridge lease early; the company must pay all amounts due through the agreed termination date.

Does Foghorn have options to extend the new Watertown lease?

Yes, the company holds two successive 5-year extension options, exercisable 12–18 months before expiration.

What percentage of operating and tax expenses will Foghorn bear at the new site?

Foghorn's pro-rata share is estimated at ≈22.71 % of the building’s annual operating and tax expenses.