Jade Biosciences (JBIO) approves 2026 inducement stock plan for new hires

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What did Jade Biosciences (JBIO) announce in its latest 8-K filing?

How many shares are reserved under Jade Biosciences’ 2026 Inducement Plan?

Who is eligible to receive awards under Jade Biosciences (JBIO) 2026 Inducement Plan?

How does Jade Biosciences’ 2026 Inducement Plan differ from its 2025 Stock Incentive Plan?

Did Jade Biosciences’ 2026 Inducement Plan receive stockholder approval?

Where can investors find the full text of Jade Biosciences’ 2026 Inducement Plan?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Jade Biosciences, Inc. reported that its Board of Directors approved the 2026 Employment Inducement Stock Incentive Plan. The plan is intended for new employees as an inducement to join the company, in line with Nasdaq Listing Rule 5635(c)(4).

The Board initially reserved 1,750,000 shares of common stock for awards under the plan. It is substantially similar to the company’s 2025 Stock Incentive Plan, but it does not permit incentive stock options and may only grant awards to eligible recipients under applicable Nasdaq rules.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Inducement plan share reserve: 1,750,000 shares

1 metrics

Inducement plan share reserve 1,750,000 shares Initial common stock reserved for 2026 Employment Inducement Stock Incentive Plan

2026 Employment Inducement Stock Incentive Plan, Rule 5635(c)(4), Nasdaq Listing Rules, restricted stock unit agreement, +1 more

5 terms

2026 Employment Inducement Stock Incentive Plan financial

"approved the Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan"

Rule 5635(c)(4) regulatory

"adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules"

Nasdaq Listing Rules regulatory

"eligible recipients under the applicable Nasdaq rules"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

restricted stock unit agreement financial

"forms of stock option agreement and restricted stock unit agreement to be used thereunder"

A restricted stock unit agreement is a written contract between a company and an individual that describes a promise to deliver company shares or cash later, subject to conditions such as time-based vesting or performance targets. Think of it like a timed gift: the recipient only receives the shares if they meet the agreed conditions. Investors care because these agreements create future share issuance, affect potential dilution, corporate expenses and incentives for insiders, and influence when insiders may sell shares.

incentive stock options financial

"the exception that incentive stock options may not be issued under the Inducement Plan"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Understanding 8-K Material Events →

04/02/2026 - 04:10 PM

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): March 31, 2026

Jade Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40544

83-1377888

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


221 Crescent St., Building 23
Suite 105
Waltham, MA		02453
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (781) 312-3013

N/A

(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, par value $0.0001 per share	JBIO	The Nasdaq Capital 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 March 31, 2026, the Board of Directors (the “Board”) of Jade Biosciences, Inc. (the “Company”) approved the Jade Biosciences, Inc. 2026 Employment Inducement Stock Incentive Plan (the “2026 Inducement Plan”). The terms of the 2026 Inducement Plan are substantially similar to the terms of the Company’s 2025 Stock Incentive Plan with the exception that incentive stock options may not be issued under the Inducement Plan and awards under the Inducement Plan may only be issued to eligible recipients under the applicable Nasdaq rules. The 2026 Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Board has initially reserved 1,750,000 shares of the Company’s common stock for issuance pursuant to awards granted under the 2026 Inducement Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the 2026 Inducement Plan may only be made to an employee who has not previously been an employee or member of the board of directors of the Company or any subsidiary, or following a bona fide period of non-employment by the Company or a subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

The Company intends to file a complete copy of the 2026 Inducement Plan and the forms of stock option agreement and restricted stock unit agreement to be used thereunder as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The above summary of the 2026 Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibits.

SIGNATURE

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.

Source: View Original Filing on SEC EDGAR

Jade Biosciences announced Board approval of its 2026 Employment Inducement Stock Incentive Plan. The plan is designed to grant equity awards to new employees as an inducement to join, consistent with Nasdaq Listing Rule 5635(c)(4).

The Board initially reserved 1,750,000 shares of Jade Biosciences’ common stock for issuance under the 2026 Employment Inducement Stock Incentive Plan. These shares may be used for equity awards granted to eligible employees as inducements to commence employment with the company or its subsidiaries.

Awards under the 2026 Inducement Plan may be granted only to employees who have not previously been employees or directors, or who return after a bona fide break in service, when the grant is a material inducement to their employment, as required by Nasdaq Listing Rule 5635(c)(4).

The 2026 Inducement Plan is substantially similar to the 2025 Stock Incentive Plan but does not allow incentive stock options. In addition, awards under the 2026 Inducement Plan may only be issued to recipients who qualify under the applicable Nasdaq inducement award rules.

The 2026 Employment Inducement Stock Incentive Plan was adopted by the Board without stockholder approval. This is permitted under Nasdaq Listing Rule 5635(c)(4) for employment inducement awards granted to qualifying new or returning employees.

Jade Biosciences intends to file the complete 2026 Inducement Plan and related stock option and restricted stock unit agreement forms as exhibits to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, providing detailed plan terms.

Jade Biosciences, Inc.

Date: April 2, 2026

/s/ Bradford Dahms

Bradford Dahms

Chief Financial Officer

3 documents