Kalaris Therapeutics (NASDAQ: KLRS) hires new CFO and reshapes finance team

Rhea-AI Filing Summary

Kalaris Therapeutics, Inc. appointed Liisa Bayko as Chief Financial Officer, Treasurer and principal financial officer effective July 20, 2026. Her Employment Agreement provides a base salary of $475,000, eligibility for an annual bonus of up to 40.0% of base salary, and standard non‑competition, non‑solicitation and confidentiality covenants.

Bayko received an incentive stock option to purchase 220,000 shares of common stock, with an exercise price set at the Nasdaq closing price on the effective date. The option vests 25% on the first anniversary of her start date and monthly over 36 months thereafter, subject to continued service. If terminated without cause or for good reason outside a change in control window, she may receive nine months of base salary and COBRA premium support; this increases to 12 months of salary, a bonus equal to 100% of target, extended COBRA premium support and full time‑based equity vesting if such a termination occurs in proximity to a change in control.

Brett Hagen resigned as Senior Vice President, Finance and Chief Accounting Officer effective July 27, 2026. The Board designated Amy Vandekop, Corporate Controller, as interim principal accounting officer effective the same date, with no changes to her existing compensation arrangements. Both Bayko and Vandekop entered into indemnification agreements covering certain legal expenses arising from their service as officers.

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, and exhibit attachments filed with this report.

Key Figures

CFO Base Salary: $475,000 per year Target Bonus Percentage: 40.0% of base salary Stock Option Grant: 220,000 shares +5 more

8 metrics

CFO Base Salary $475,000 per year Annualized base salary under Employment Agreement for Chief Financial Officer

Target Bonus Percentage 40.0% of base salary Maximum annual incentive bonus opportunity for each fiscal year

Stock Option Grant 220,000 shares Incentive stock option to purchase common stock granted to new CFO

Initial Vesting Cliff 25% after 1 year Portion of option shares vesting on first anniversary of Effective Date

Post-Cliff Vesting Schedule 36 monthly installments Remaining option shares vesting schedule after initial cliff, subject to service

Severance Outside CIC Window 9 months salary and COBRA Salary continuation and health premium support upon qualifying termination outside change in control window

Severance Within CIC Window 12 months salary, 100% Target Bonus Salary and bonus payment upon qualifying termination near a change in control

CAO Resignation Effective Date July 27, 2026 Effective date of resignation of Senior Vice President, Finance and Chief Accounting Officer

Key Terms

incentive stock option, change in control, good reason, COBRA, +2 more

6 terms

incentive stock option financial

"the Company has granted to Ms. Bayko an incentive stock option (the “Option”)"

An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.

change in control financial

"more than 12 months following a “change in control” (as defined in the Employment Agreement)"

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.

good reason financial

"terminated by the Company without “cause” or by her for “good reason”"

COBRA regulatory

"group medical insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

Restrictive Covenant Agreements financial

"her continued compliance with the Restrictive Covenant Agreements and any similar agreements"

indemnification agreement financial

"Ms. Bayko entered into an indemnification agreement with the Company"

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.

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

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Understanding 8-K Material Events →

Available on EDGAR 07/20/2026 - 08:07 AM Accepted by SEC EDGAR 07/20/2026 - 08:07 AM Learn about SEC filing dates

FAQ

What executive leadership change did Kalaris Therapeutics (KLRS) make on July 20, 2026?

Kalaris Therapeutics appointed Liisa Bayko as Chief Financial Officer, Treasurer and principal financial officer effective July 20, 2026. She brings extensive biotech equity research experience from roles at Evercore ISI and JMP Securities and now oversees the company’s financial strategy and reporting.

What are the key compensation terms for the new KLRS CFO, Liisa Bayko?

Liisa Bayko will receive an annual base salary of $475,000 and is eligible for an annual incentive bonus of up to 40.0% of base salary. She also received an option to purchase 220,000 shares of common stock with multi‑year time‑based vesting.

What severance protections does Kalaris Therapeutics (KLRS) provide its new CFO?

If terminated without cause or for good reason outside a change in control window, Bayko may receive nine months of base salary and COBRA premium support. If such a termination occurs near a change in control, benefits increase to 12 months salary, a bonus equal to 100% of target and full time‑based equity vesting.

What equity award did KLRS grant to its new Chief Financial Officer?

Kalaris Therapeutics granted Bayko an incentive stock option for up to 220,000 shares of common stock, effective on her start date. The option vests 25% after one year and the remainder in 36 monthly installments, subject to continued service, under the 2020 Stock Option and Grant Plan.

Which accounting leadership changes did Kalaris Therapeutics (KLRS) disclose for July 27, 2026?

Senior Vice President, Finance and Chief Accounting Officer Brett Hagen will resign effective July 27, 2026. The Board designated Amy Vandekop, the Corporate Controller, as interim principal accounting officer from that date, with no changes to her existing compensation arrangements.

Do the new KLRS officers receive indemnification protection from the company?

Both Liisa Bayko and Amy Vandekop entered into indemnification agreements in a form previously filed by Kalaris Therapeutics. These agreements may require the company to cover certain expenses, including attorneys’ fees, judgments, fines and settlement amounts related to their service as officers.

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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): July 14, 2026

KALARIS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39409		83-1971007
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Kalaris Therapeutics, Inc.

400 Connell Drive, Suite 5500

Berkeley Heights, New Jersey 07922

(Address of principal executive offices, including zip code)

(650) 249-2727

(Registrant’s telephone number, including area code)

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		KLRS		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 Chief Financial Officer

On July 16, 2026, the Board of Directors (the “Board”) of Kalaris Therapeutics, Inc. (the “Company”) appointed Liisa Bayko as Chief Financial Officer and Treasurer of the Company, effective as of July 20, 2026 (the “Effective Date”). In addition, Ms. Bayko will serve as the Company’s principal financial officer.

Prior to her appointment as Chief Financial Officer and Treasurer of the Company, Ms. Bayko, age 55, served as the Managing Director, Biotech Equity Research, of Evercore ISI, an investment bank, from August 2020 to December 2025. Prior to that, Ms. Bayko served as the Managing Director, Biotech Equity Research, of JMP Securities, an investment bank, from February 2011 to August 2020. Ms. Bayko holds an MBA from the Kellogg School of Management at Northwestern University, a M.Sc. from the University of Toronto and a B.Sc. from Queen’s University.

Pursuant to an employment agreement (the “Employment Agreement”), dated July 7, 2026, between the Company and Ms. Bayko governing the terms of her employment, Ms. Bayko will be paid an annualized base salary of $475,000 and will be eligible to receive an annual incentive bonus of up to 40.0% of her annualized base salary (the “Target Bonus”) for each fiscal year, as determined by the Board, or a committee thereof, in its sole discretion. Also, as a condition to her employment and pursuant to the Employment Agreement, Ms. Bayko entered into a non-competition and non-solicitation agreement and an invention and non-disclosure agreement with the Company (the “Restrictive Covenant Agreements”).

In addition, pursuant to the Employment Agreement, the Company has granted to Ms. Bayko an incentive stock option (the “Option”) to purchase up to 220,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), such grant to be effective as of the Effective Date. The Option will have an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Market on the Effective Date and is scheduled to vest as to 25% of the shares underlying the Option on the first anniversary of the Effective Date and in 36 substantially equal monthly installments thereafter, subject to continued service. The Option was granted under the Company’s 2020 Stock Option and Grant Plan, as amended.

Under the Employment Agreement, if more than three months prior to or more than 12 months following a “change in control” (as defined in the Employment Agreement) of the Company, Ms. Bayko’s employment is terminated by the Company without “cause” or by her for “good reason” (each as defined in the Employment Agreement), Ms. Bayko is entitled to, subject to (a) her execution of a severance and release of claims agreement in favor of the Company, which agreement must become irrevocable within 60 days following her termination (or such shorter period as may be directed by the Company), and (b) her continued compliance with the Restrictive Covenant Agreements and any similar agreements with the Company, (i) continued payment of her base salary for a period of nine months following her termination date, and (ii) provided that she is eligible for and timely elects to continue receiving group medical insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued payment of the share of the premiums for health coverage that is paid by the Company for a period of up to nine months.

Furthermore, if, within three months prior to or within 12 months following a change in control of the Company, Ms. Bayko’s employment is terminated by the Company without cause or by her for good reason, Ms. Bayko is entitled to, subject to (a) her execution of a severance and release of claims agreement in favor of the Company, which agreement must become irrevocable within 60 days following her termination (or such shorter period as may be directed by the Company), and (b) her continued compliance with the Restrictive Covenant Agreements and any similar agreements with the Company, (i) continued payment of her base salary for a period of 12 months following her termination date, (ii) a lump-sum payment equal to 100% of the Target Bonus for the year in which her termination occurs or, if higher, the Target Bonus immediately prior to the change in control, (iii) provided that she is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA, continued payment of the share of the premiums for health coverage that is paid by the Company for a period of up to 12 months, and (iv) the acceleration of her then-unvested Company equity awards that vest based solely on the passage of time, such that all such then-unvested equity awards immediately vest and become fully exercisable or non-forfeitable as of her termination date.

In addition, Ms. Bayko entered into an indemnification agreement with the Company, the form of which was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-39409) filed with the Securities and Exchange Commission on March 18, 2025, pursuant to which the Company may be required, among other things, to indemnify Ms. Bayko for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as an officer of the Company.

There is no arrangement or understanding between Ms. Bayko and any other person pursuant to which Ms. Bayko was appointed as the Chief Financial Officer and Treasurer of the Company. There are no related party transactions between the Company and Ms. Bayko reportable under Item 404(a) of Regulation S-K and no family relationships between Ms. Bayko and any of the Company’s directors or officers.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Resignation of Chief Accounting Officer and Appointment of Interim Principal Accounting Officer

On July 14, 2026, Brett Hagen notified the Company of his decision to resign as the Company’s Senior Vice President, Finance and Chief Accounting Officer, effective as of July 27, 2026. As a result, on July 16, 2026, the Board designated Amy Vandekop, the Company’s Corporate Controller, as the Company’s interim principal accounting officer, effective as of July 27, 2026.

Ms. Vandekop, age 37, has served as the Company’s Associate Vice President, Corporate Controller since March 2025 following the merger with AlloVir, Inc. Ms. Vandekop previously served as AlloVir, Inc.’s Senior Director, Accounting and Reporting, from December 2020 to March 2025, and as Lumicell, Inc.’s Senior Manager, Accounting and Reporting, from December 2018 to December 2020. Ms. Vandekop also served in increasing roles of responsibility at KPMG, an accounting firm, from October 2011 to November 2018. Ms. Vandekop is a certified public accountant and holds a B.B.A. in Accounting from the University of Massachusetts Amherst.

In addition, Ms. Vandekop will enter into an indemnification agreement with the Company, the form of which was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No. 001-39409) filed with the Securities and Exchange Commission on March 18, 2025, pursuant to which the Company may be required, among other things, to indemnify Ms. Vandekop for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as an officer of the Company.

There is no arrangement or understanding between Ms. Vandekop and any other person pursuant to which Ms. Vandekop was appointed as the interim principal accounting officer of the Company. There are no related party transactions between the Company and Ms. Vandekop reportable under Item 404(a) of Regulation S-K and no family relationships between Ms. Vandekop and any of the Company’s directors or officers.

There have been no other changes to Ms. Vandekop’s compensatory plans or arrangements in connection with her designation as interim principal accounting officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
10.1		Employment Agreement, dated July 7, 2026, between the Company and Liisa Bayko.
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.

				KALARIS THERAPEUTICS, INC.
Date: July 20, 2026				By:		/s/ Andrew Oxtoby
				Name:		Andrew Oxtoby
				Title:		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 70.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB