Fractyl Health appoints Michael Wartell to its board

The agreement sets $40,000 in monthly cash compensation and a $3,000 daily fee when qualifying board commitments exceed four hours.

Available on EDGAR 11/06/2026 - 04:30 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Fractyl Health, Inc. (GUTS) appointed Michael Wartell as an independent Class III director on November 2, 2026, increasing the Board from nine to ten members. His term runs until the Company’s 2027 annual meeting of stockholders and until his successor is elected and qualified, or his earlier resignation or removal. Wartell is President of Bluerose Associates LLC and has over 35 years of investing experience.

His Director Agreement provides for $40,000 per month, payable monthly in advance, with a minimum of three months of compensation unless he resigns before that period ends. It also provides $3,000 for each day his Board commitments exceed four hours outside normal Board duties. He will not participate in the Company’s Non-Employee Director Compensation Policy and had not been appointed to, or then expected to join, a Board committee.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Board size: nine to ten directors Monthly cash compensation: $40,000 per month Minimum compensation period: three months +3 more

6 metrics

Board size nine to ten directors Board size increased on November 2, 2026.

Monthly cash compensation $40,000 per month Director Agreement; payable monthly in advance.

Minimum compensation period three months Unless Michael Wartell resigns before the end of that period.

Additional daily compensation $3,000 per day For each day Board commitments exceed four hours outside normal Board duties.

Board-commitment threshold four hours Additional daily compensation applies when commitments exceed this threshold, outside normal Board duties.

Class III director term 2027 annual meeting Term runs until the Company’s 2027 annual meeting of stockholders, subject to the stated successor and earlier departure provisions.

Key Terms

Class III director, Director Agreement, indemnification agreement, Non-Employee Director Compensation Policy, +1 more

5 terms

Class III director regulatory

"appointed as a Class III director"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Director Agreement regulatory

"independent director letter agreement (the “Director Agreement”)"

indemnification agreement regulatory

"standard form of indemnification agreement for directors"

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.

Non-Employee Director Compensation Policy financial

"will not participate in the Company's Non-Employee Director Compensation Policy"

opportunistic credit financial

"experience investing in opportunistic credit"

Opportunistic credit is a strategy of buying loans or bonds that are temporarily cheap, risky, or hard to trade—for example debt from struggling companies, special situations, or distressed assets—aiming for higher interest or capital gains if conditions improve. It matters to investors because it can boost returns and diversify a portfolio, but carries greater risk of default and illiquidity, like buying a discounted used car that may need costly repairs to run reliably.

FAQ

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

How much will Fractyl Health (GUTS) pay Michael Wartell as a director?

Michael Wartell’s Director Agreement provides for $40,000 per month, payable monthly in advance, with a minimum of three months of compensation unless he resigns before that period ends. It also provides $3,000 for each day his Board commitments exceed four hours outside normal Board duties.

Will Michael Wartell serve on a Fractyl Health board committee?

As of November 2, 2026, Michael Wartell had not been appointed to, and was not then expected to be appointed to, any Board committee.

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

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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): November 02, 2026

Fractyl Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41942	27-3553477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Van de Graaff Drive Suite 200
Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 902-8800

(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, $0.00001 par value per share		GUTS		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.

Appointment of Michael Wartell as Independent Director

On November 2, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of the Company increased the size of the Board from nine to ten and appointed Michael Wartell as a Class III director, with a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

Mr. Wartell is the President of Bluerose Associates LLC and has extensive experience serving as an independent director for both public and private corporations, specializing in guiding companies through complex situations. Mr. Wartell has over 35 years of experience investing in opportunistic credit, credit solutions, equities, and special situations. He currently serves on the boards of directors of Aeromexico Group, Kelly Services, Inc., and America’s Car-Mart, Inc. The Board determined that Mr. Wartell is independent under NASDAQ listing standards applicable to the Company. The Company believes that Mr. Wartell’s extensive board advisory expertise qualifies him to serve as one of its directors.

There is no arrangement or understanding between Mr. Wartell and any other person pursuant to which he was selected as a director of the Board, other than the independent director letter agreement between the Company and Mr. Wartell (the “Director Agreement”) described below. There are no transactions in which the Company was or is to be a participant and in which Mr. Wartell or any member of his immediate family had or will have any interest that are required to be reported under Item 404(a) of Regulation S-K. Mr. Wartell has not been appointed to, and is not currently expected to be appointed to, any committee of the Board as of the date hereof. Mr. Wartell has entered into the Company’s standard form of indemnification agreement for directors.

In connection with his appointment to the Board, on November 2, 2026, Mr. Wartell entered into the Director Agreement, which provides for no fixed term for Mr. Wartell’s Board service and provides for cash compensation of $40,000 per month, payable monthly in advance, with a minimum of three months of compensation unless he resigns before the end of that period, plus $3,000 for each day on which his Board commitments exceed four hours, outside the scope of normal Board duties. Mr. Wartell will not participate in the Company's Non-Employee Director Compensation Policy.

The foregoing description of the Director Agreement is qualified in its entirety by the terms of such agreement, which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Independent director letter agreement, by and between Michael J. Wartell and the Company dated November 2, 2026
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.

			Fractyl Health, Inc.
Date:	November 6, 2026	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D. Co-Founder, President, Chief Executive Officer and Director (Principal Executive Officer)

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 30.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB