JBIO 8-K Discloses 12 Months' Cash Severance and Health Premiums

Rhea-AI Filing Summary

Jade Biosciences, Inc. (JBIO) filed an 8-K reporting a material employment-related payment arrangement dated September 9, 2025. The filing states the company will make (i) a one-time cash payment equal to 12 months of the executive's current base salary and (ii) a cash payment equal to the COBRA premiums for continuation coverage for a period of 12 months. The disclosure is signed by Tom Frohlich, Chief Executive Officer. The filing provides the specific severance and benefits continuation terms but does not disclose the executive's name beyond the reference to Dr. Kocinsky or the dollar amounts of base salary.

Positive

• Transparent disclosure of post-employment payments in a current 8-K
• Severance limited to 12 months (cash) and 12 months (COBRA premiums), avoiding open-ended obligations

Negative

• Cash obligation unspecified because the filing does not disclose the executive's base salary amount
• Potential near-term cash impact equal to 12 months of salary plus COBRA premiums, amount not quantified

Insights

Corporate Governance Analyst

TL;DR: The 8-K discloses a standard severance package: 12 months' salary plus 12 months of COBRA premiums.

This disclosure provides shareholders with clear terms of a post-employment payment: a one-time cash payment equal to 12 months of base salary and payment of 12 months of COBRA premiums. Such transparency on executive payouts is a routine governance matter and meets disclosure expectations for material employment arrangements.

Because the filing does not state the actual salary amount or trigger events, investors cannot quantify the cash impact from this document alone.

Compensation Analyst

TL;DR: The package is a limited-duration cash severance plus health premium coverage for 12 months.

The arrangement described is limited to fixed-duration cash and benefit payments (12 months each), rather than equity acceleration or long-term contingent payouts. That structure typically implies a near-term cash liability without ongoing equity dilution.

The filing omits the executive's base salary figure, so the precise dollar liability and its percentage of annual payroll cannot be determined from this 8-K alone.

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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): September 5, 2025

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, $0.0001 par value 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.

Effective September 9, 2025, Hetal Kocinsky, M.D. departed from her position as Chief Medical Officer of Jade Biosciences, Inc. (the “Company”). The Company expects to enter into a separation agreement with Dr. Kocinsky. Under the separation agreement, subject to the Company’s receipt of a general release of claims against the Company, Dr. Kocinsky will receive (i) a one-time payment equal to 12 months of her current base salary and (ii) a cash payment equal to the premiums payable by Dr. Kocinsky for continuation coverage under COBRA for a period of 12 months.

The Company’s scientific and clinical programs will continue to be led by Dr. Andrew King, Ph.D, Chief Scientific Officer and Head of Research & Development.

The foregoing description of the separation agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the separation agreement, a copy of which the Company intends to file as an exhibit to a future report under the Exchange Act after the execution of the separation agreement.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Jade Biosciences, Inc.
				(Registrant)
Date: September 9, 2025				By:		/s/ Tom Frohlich
				Name:		Tom Frohlich
				Title:		Chief Executive Officer

FAQ

What did Jade Biosciences (JBIO) disclose in the 8-K dated September 9, 2025?

The company disclosed a material employment payment arrangement providing (i) a one-time cash payment equal to 12 months of the executive's current base salary and (ii) a cash payment for 12 months of COBRA premiums.

Who signed the 8-K for JBIO?

The filing is signed by Tom Frohlich, Chief Executive Officer.

Does the 8-K state the actual dollar amount of the severance payment?

No. The 8-K specifies the payment as 12 months of current base salary but does not disclose the base salary dollar amount.

How long will COBRA premiums be covered under the disclosed arrangement?

The company will pay COBRA premiums for a period of 12 months.

Is the executive named in the filing?

The filing references Dr. Kocinsky in connection with the COBRA payment, but the dollar salary figure is not provided.