Immunology leader Mark Eisner joins Jade Biosciences (NASDAQ: JBIO) board

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

Who is Mark Eisner and what experience does he bring to Jade Biosciences (JBIO)?

What equity compensation did Jade Biosciences grant to Mark Eisner?

How long will Mark Eisner serve on the Jade Biosciences Board?

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Press Releases

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Jade Biosciences, Inc. filed an 8-K announcing that its Board appointed Mark Eisner, M.D., M.P.H., as a Class I director effective June 25, 2026. He will serve until the 2028 annual meeting and join the Nominating and Corporate Governance Committee.

Dr. Eisner brings more than 25 years of leadership in clinical development and immunology, including senior roles at Vir Biotechnology, Sonoma Biotherapeutics, FibroGen and Genentech/Roche, as well as an academic career at UCSF. In connection with his appointment, he received a stock option to purchase 47,675 shares of Jade common stock under the 2025 Stock Incentive Plan, vesting in equal monthly installments over three years and accelerating upon a change in control, subject to continued service. He will also participate in the standard non-employee director compensation program and sign the company’s standard indemnification agreement. The company issued a press release with these details.

3 items: 5.02, 7.01, 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Director stock option grant: 47,675 shares

1 metrics

Director stock option grant 47,675 shares Option to purchase common stock under 2025 Stock Incentive Plan; vests monthly over three years

Class I director, non-employee director compensation program, Indemnification Agreement, change in control, +2 more

6 terms

Class I director regulatory

"appointed Mark Eisner, M.D., M.P.H., to serve as a Class I director of the Company"

A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.

non-employee director compensation program financial

"eligible to receive an annual cash retainer in accordance with the Company’s non-employee director compensation program"

Indemnification Agreement regulatory

"expected to enter into the Company’s standard form of Indemnification Agreement"

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.

change in control financial

"The Option will also vest in full upon a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

clinical-stage biotechnology company financial

"a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases"

forward-looking statements regulatory

"may constitute “forward-looking statements” within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 07:15 AM Accepted by SEC EDGAR 06/26/2026 - 07:15 AM

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 25, 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 June 25, 2026, the Board of Directors (the “Board”) of Jade Biosciences, Inc. (the “Company”) appointed Mark Eisner, M.D., M.P.H., to serve as a Class I director of the Company, to hold office until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation, death or removal. The Board also appointed Dr. Eisner to serve as a member of the Nominating and Corporate Governance Committee of the Board.

Dr. Eisner most recently served as Executive Vice President and Chief Medical Officer of Vir Biotechnology, Inc. (Nasdaq: VIR) from June 2024 to April 2026, where he oversaw clinical development, regulatory sciences, and medical affairs. Previously, he served as Chief Medical Officer at Sonoma Biotherapeutics, Inc., a private clinical-stage biotechnology company, from September 2023 to June 2024. From 2020 to September 2023, he served as Executive Vice President, Chief Medical Officer at FibroGen, Inc. (now known as Kyntra Bio, Inc.) (Nasdaq: KYNB), a biopharmaceutical company. Prior to FibroGen, Dr. Eisner spent nearly 11 years at Genentech, Inc., a member of the Roche Group, including as Senior Vice President, Global Head of Product Development Immunology, Infectious Disease and Ophthalmology from 2018 to 2020. Prior to entering industry, Dr. Eisner was Professor of Medicine and Anesthesia at the University of California, San Francisco. Dr. Eisner currently serves as a member of the board of directors of Zura Bio Ltd. (Nasdaq: ZURA). Dr. Eisner completed his A.B. degree in human biology at Stanford University and his M.D. degree at the University of Pennsylvania School of Medicine. He also holds an M.P.H. focusing on epidemiology from the University of California, Berkeley, School of Public Health.

In connection with his appointment to the Board, Dr. Eisner is expected to enter into the Company’s standard form of Indemnification Agreement, a copy of which was filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-4/A (File No. 333-283562), filed with the Securities and Exchange Commission on March 14, 2025. Dr. Eisner will be eligible to receive an annual cash retainer in accordance with the Company’s non-employee director compensation program (the “Program”), as generally described under the “Director Compensation” section of the Company’s definitive proxy statement filed with the SEC on April 28, 2026. In addition, in accordance with the Program, the Board granted Dr. Eisner a stock option to purchase 47,675 shares of the Company’s common stock, par value $0.0001 per share (the “Option”) pursuant to the terms of the Company’s 2025 Stock Incentive Plan. The Option will vest in equal monthly installments over three years following the date of grant, subject to continued service through each vesting date. The Option will also vest in full upon a change in control, subject to continued service through the time of such transaction.

There are no family relationships between Dr. Eisner and any of the executive officers or directors of the Company. There are no arrangements or understandings between Dr. Eisner and any other person pursuant to which he was appointed as a director of the Company. Dr. Eisner is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01.

Regulation FD Disclosure

On June 26, 2026, the Company issued a press release announcing Dr. Eisner’s election to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX


Exhibit		Description

99.1		Press release issued on June 26, 2026.

104		Cover page interactive data file (embedded within the inline XBRL document)

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.

Exhibit 99.1

Jade Biosciences Announces Appointment of Mark Eisner, M.D., M.P.H., to Board of Directors

San Francisco and Vancouver, British Columbia, June 26, 2026 — Jade Biosciences, Inc. (the “Company” or “Jade”) (Nasdaq: JBIO), a clinical-stage biotechnology company focused on developing best-in-class therapies for autoimmune diseases, today announced the appointment of Mark Eisner, M.D., M.P.H., to its Board of Directors, effective June 25, 2026.

“We are pleased to welcome Dr. Eisner to the board,” said Tom Frohlich, Chief Executive Officer of Jade Biosciences. “Mark’s biopharmaceutical executive experience and proven track record guiding innovative therapies from early clinical development through regulatory approval and global commercialization will be highly valuable as Jade rapidly advances its pipeline of antibody-based therapies for autoimmune diseases.”

Dr. Mark Eisner, M.D., M.P.H., has more than 25 years of leadership in clinical development and immunology. He most recently served as Executive Vice President and Chief Medical Officer of Vir Biotechnology, where he oversaw clinical development, regulatory sciences, and medical affairs. Previously, he served as Chief Medical Officer at Sonoma Biotherapeutics and FibroGen, and spent nearly 11 years at Genentech/Roche, including as Senior Vice President and Global Head of Product Development for Immunology, Infectious Disease, and Ophthalmology. In that role, he led multinational development programs and global regulatory submissions across major therapeutic areas. Prior to entering industry, Dr. Eisner was Professor of Medicine and Anesthesia at the University of California, San Francisco.

“I am excited to join the Board of Directors at Jade as the Company rapidly advances its portfolio of potential best-in-class therapies for multiple autoimmune diseases,” said Dr. Eisner. “Jade is well-positioned to address areas of substantial unmet need for patients, and I look forward to contributing as a board member to support the impact.”

About Jade Biosciences, Inc.

Jade Biosciences is a clinical-stage biotechnology company focused on developing best-in-class therapies that address critical unmet needs in autoimmune diseases. Jade’s lead candidate, JADE101, targets the cytokine APRIL, and is currently being evaluated for the treatment of immunoglobulin A nephropathy. Jade’s pipeline also includes JADE201, an afucosylated anti-BAFF-R monoclonal antibody, as well as JADE301, an undisclosed antibody program. Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount. For more information, visit JadeBiosciences.com and follow the Company on LinkedIn.

Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, express or implied statements relating to Jade’s expectations, hopes, beliefs, intentions or strategies regarding the future of its pipeline and business including, without limitation, the potential of Jade’s product candidates to become best-in-class therapies and their potential therapeutic uses. The words “opportunity,” “potential,” “milestones,”

“pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Jade will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Jade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks that ongoing and any future clinical trials may not demonstrate desirable efficacy or clinical profiles; adverse events and safety signals may occur; Jade’s product candidates may fail in development, may not receive required regulatory approvals, or may be delayed; enrollment or regulatory challenges may occur; and the other risks, uncertainties and factors more fully described in Jade’s most recent filings with the Securities and Exchange Commission (including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026). Should one or more of these risks or uncertainties materialize, or should any of Jade’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Jade does not undertake or accept any duty to release publicly any updates or revisions to any forward-looking statements. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Jade.

Jade Biosciences Contact

Priyanka Shah

Media@JadeBiosciences.com

IR@JadeBiosciences.com

908-447-6134

Page 2

Source: View Original Filing on SEC EDGAR

Jade Biosciences announced the appointment of Mark Eisner, M.D., M.P.H., to its Board of Directors as a Class I director. He will serve until the 2028 annual meeting and join the Nominating and Corporate Governance Committee, strengthening board-level clinical and immunology expertise.

Mark Eisner is a physician-executive with over 25 years in clinical development and immunology. He held senior roles at Vir Biotechnology, Sonoma Biotherapeutics, FibroGen and Genentech/Roche, and was a Professor of Medicine and Anesthesia at UCSF, bringing deep drug-development and regulatory experience.

Jade granted Dr. Eisner a stock option to purchase 47,675 shares of its common stock under the 2025 Stock Incentive Plan. The option vests in equal monthly installments over three years and fully accelerates upon a change in control, subject to his continued board service.

Dr. Eisner was appointed a Class I director and will serve until Jade Biosciences’ 2028 annual meeting of stockholders. He will remain in office until that meeting and until a successor is duly elected and qualified, or his earlier resignation, death, or removal.

Yes. Dr. Eisner will be eligible for an annual cash retainer under Jade’s non-employee director compensation program. That program is described in the company’s definitive proxy statement filed April 28, 2026, and governs standard cash and equity compensation for outside directors.

Jade Biosciences is a clinical-stage biotechnology company developing best-in-class therapies for autoimmune diseases. Its lead candidate, JADE101, targets APRIL in immunoglobulin A nephropathy, and the pipeline includes JADE201, an anti-BAFF-R antibody, and JADE301, an undisclosed antibody program.

4 documents

Jade Biosciences, Inc.

Date: June 26, 2026

/s/ Bradford Dahms

Bradford Dahms

Chief Financial Officer and Treasurer

EX-99.1 EX-99.1 8.9 KB