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Anne Prener joins Keros Therapeutics (Nasdaq: KROS) board with equity package

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Keros Therapeutics has appointed Anne Prener, M.D., Ph.D., to its Board of Directors, effective July 1, 2026, as a Class III director with a term running through the 2029 annual stockholder meeting. She has no related-party ties to the company and joins as an independent non-employee director.

Dr. Prener will receive an initial stock option award with a grant date fair value of $150,000, capped at 0.075% of common shares outstanding, vesting quarterly over three years, plus an initial RSU award with the same value and cap vesting in 12 quarterly installments. Both awards fully vest upon a Change in Control.

On an ongoing basis, she will be eligible for annual option and RSU awards of $75,000 each, each capped at 0.0375% of shares outstanding, and will receive a $41,500 annual cash retainer. Keros also highlighted her extensive prior leadership roles at multiple biopharmaceutical companies and academic and advisory positions.

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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.
Initial option grant value $150,000 Grant date fair value for non-employee director
Initial RSU grant value $150,000 Grant date fair value for non-employee director
Initial grant cap 0.075% of shares outstanding Maximum percentage of common stock per initial option and RSU
Annual option grant value $75,000 Yearly equity award for non-employee director
Annual RSU grant value $75,000 Yearly RSU award for non-employee director
Annual equity cap 0.0375% of shares outstanding Maximum percentage for each annual grant
Annual cash retainer $41,500 Cash compensation for board service
Director term end 2029 annual meeting Class III director term expiration
restricted stock unit financial
"an initial restricted stock unit award covering a number of shares of Common Stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Change in Control financial
"the Initial Option Grant and Initial RSU Grant will 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.
Quarterly Vesting Date financial
"The Initial RSU Grant will vest over a three-year period, in twelve equal quarterly installments on each Quarterly Vesting Date"
clinical-stage biopharmaceutical company financial
"a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics"
A clinical-stage biopharmaceutical company develops drugs or medical therapies that are being tested in people in formal clinical trials but do not yet have any approved, marketed products. For investors, these firms behave like prototype makers: their value depends heavily on trial results and regulatory decisions, so they can swing widely on a single study, consume cash while testing, and offer either large upside if trials succeed or big downside if they fail.
forward-looking statements regulatory
"Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements”"
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.
Risk Factors regulatory
"These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission, including the “Risk Factors” section"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
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Understanding 8-K Material Events →
0001664710FALSE00016647102026-06-232026-06-23

 
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 23, 2026
 
 
Keros Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 001-39264 81-1173868
(state or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1050 Waltham Street, Suite 302
Lexington, Massachusetts
 02421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (617) 314-6297
 
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
 
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share KROS The Nasdaq Stock Market LLC
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 Director

On June 23, 2026, the board of directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”), based upon a recommendation from the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), voted to appoint Anne Prener, M.D., Ph.D., as a director of the Company, effective on July 1, 2026. Dr. Prener was appointed as a Class III director with a term expiring at the Company’s 2029 annual meeting of stockholders. Dr. Prener has not been appointed to a committee of the Board at this time.

There are no arrangements or understandings between Dr. Prener and any other person pursuant to which Dr. Prener was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Prener has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Prener has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.

Dr. Prener will participate in the Company’s standard compensation plan for non-employee directors, including (i) an initial stock option grant to purchase a number of shares of the Company’s common stock (“Common Stock”) having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial Option Grant”); provided, that the number of shares of Common Stock subject to the Initial Option Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date, subject to the maximum limit and terms in the Company’s 2020 Equity Incentive Plan (the “Plan”), and (ii) an initial restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial RSU Grant”); provided, that the number of shares of Common Stock subject to the Initial RSU Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date.

The shares subject to the Initial Option Grant will vest in equal quarterly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to Dr. Prener’s Continuous Service (as defined in the Plan) through each such vesting date. The Initial RSU Grant will vest over a three-year period, in twelve equal quarterly installments on each Quarterly Vesting Date (as defined below) that occurs on or following the effective date of Dr. Prener’s appointment, subject to Dr. Prener’s Continuous Service (as defined in the Plan) through each such vesting date. “Quarterly Vesting Date” means the 15th of each of February, May, August and November. Notwithstanding the foregoing, the Initial Option Grant and Initial RSU Grant will vest in full upon a Change in Control (as defined in the Plan).

In addition, pursuant to the Company’s amended and restated non-employee director compensation policy, Dr. Prener will be eligible for (i) an annual option grant to purchase a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual Option Grant”); provided, that the number of shares of Common Stock subject to the Annual Option Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date, and (ii) an annual restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual RSU Grant”); provided, that the number of shares of Common Stock subject to the Annual RSU Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date. The Annual Option Grant and the Annual RSU Grant will each be granted in connection with the Company’s annual meeting of stockholders each year. Dr. Prener will also be entitled pursuant to the non-employee director compensation policy to receive a $41,500 annual cash retainer for her service on the Board.

In connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Dr. Prener. The indemnification agreement will provide, among other things, that the Company will indemnify Dr. Prener for certain expenses, including damages, judgments, fines, penalties and settlements she may be required to pay in actions or proceedings which she is made party to arising in her capacity as a director or in connection with service at the Company’s request for another corporation or entity.

Item 7.01. Regulation FD Disclosure.

On June 25, 2026, the Company issued a press release announcing Dr. Prener’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



The information in this Item 7.01 to Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit  
No. Description
99.1
 
Press Release dated June 25, 2026.
104Cover Page Interactive Data File (the cover page XBRL tags are 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.
 
KEROS THERAPEUTICS, INC.
By: /s/ Jasbir Seehra
 
Jasbir Seehra, Ph.D.
Chief Executive Officer
Dated: June 25, 2026


Exhibit 99.1
Keros Therapeutics Appoints Anne Prener to its Board of Directors

LEXINGTON, Mass., June 25, 2026 (GLOBE NEWSWIRE) -- Keros Therapeutics, Inc. (“Keros” or the “Company”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, today announced the appointment of Anne Prener, M.D., Ph.D., to its Board of Directors, effective July 1, 2026.

“We are delighted to welcome Dr. Prener to Keros’ Board of Directors,” said Jean-Jacques Bienaimé, Chair of the Board of Directors. “The combination of her clinical development expertise and executive leadership experience will be invaluable as we continue to advance our pipeline and execute on our corporate strategy. Her perspective will be instrumental in supporting the Company for long-term growth and value creation.”

“I am thrilled to join Keros’ Board at this exciting stage in its evolution,” said Dr. Prener. “Keros has built a compelling foundation, with a differentiated scientific approach, and a clear commitment to addressing significant unmet patient needs. I look forward to working closely with the Board and executive team to support the Company’s strategic priorities and continue advancing its mission of delivering meaningful and potentially disease-modifying benefits to patients.”

Dr. Prener serves as a Senior Innovation Advisor at the University of Copenhagen and as non-executive director of the board of XSpray Pharma. Previously, Dr. Prener served as Chief Executive Officer of Imbria Pharmaceuticals Inc. from July 2020 until September 2024 and as venture partner at SV Health Investors from September 2020 until October 2024. From July 2017 to June 2019, Dr. Prener served as Chief Executive Officer of Freeline Therapeutics Ltd. Prior to joining Freeline, she served as Chief Executive Officer of Gyroscope Therapeutics Ltd., from August 2016 until July 2017. Before that, Dr. Prener was Global Therapeutic Area Head of Hematology and Vice President, Clinical Research Hematology at Baxalta. Earlier in her career, Dr. Prener held several positions of increasing responsibility at Novo Nordisk, most recently serving as Senior Vice President, Hemophilia R&D Portfolio. Dr. Prener previously served on the boards of directors of Galecto, Inc., Rubius Therapeutics, Inc. and Kaleido Biosciences, Inc.

Dr. Prener received a Ph.D. in epidemiology and an M.D., both from the University of Copenhagen.

About Keros Therapeutics, Inc.

Keros is a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of patients with disorders that are linked to dysfunctional signaling of the TGF-ß family of proteins. Keros is a leader in understanding the role of the TGF-ß family of proteins, which are master regulators of the growth, repair and maintenance of a number of tissues, including skeletal muscle, bone, adipose, heart tissue and blood. By leveraging this understanding, Keros has discovered and is developing protein therapeutics that have the potential to provide meaningful and potentially disease-modifying benefit to patients. Keros’ lead product candidate, rinvatercept, is being developed for the treatment of Duchenne muscular dystrophy and for the treatment of amyotrophic lateral sclerosis. Keros’ most advanced product candidate, elritercept, is being developed for the treatment of cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndrome and in patients with myelofibrosis.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as


amended. Words such as “continue,” “potential” and “will” or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: Keros’ expectations regarding the further advancement of its pipeline; and the expected contributions of Dr. Prener; Keros’ ability to deliver meaningful and potentially disease-modifying benefits to patients. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Keros’ limited operating history and historical losses; Keros’ ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros’ dependence on the success of its product candidates, rinvatercept and elritercept; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Keros’ ability to obtain, maintain and protect its intellectual property; and Keros’ dependence on third parties in connection with manufacturing, clinical trials and preclinical studies.

These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2026, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Contacts

Investor Contact:
Justin Frantz
jfrantz@kerostx.com
617-221-6042

Source: View Original Filing on SEC EDGAR

FAQ

What did Keros Therapeutics (KROS) announce in this Form 8-K?

Keros Therapeutics announced the appointment of Anne Prener, M.D., Ph.D., to its Board of Directors, effective July 1, 2026. She will serve as a Class III director, with a term expiring at the company’s 2029 annual meeting of stockholders, and receive standard non-employee director compensation.

How is new director Anne Prener compensated at Keros Therapeutics (KROS)?

Anne Prener will receive an initial stock option award valued at $150,000 and an initial RSU award valued at $150,000, each capped at 0.075% of shares outstanding. She will also receive $75,000 annual option and RSU grants each and a $41,500 annual cash retainer.

What are the vesting terms of Anne Prener’s equity awards at Keros (KROS)?

Her initial option grant vests in equal quarterly installments over three years. The initial RSU grant vests in twelve equal quarterly installments on specified Quarterly Vesting Dates. Both the initial option and RSU awards fully vest upon a Change in Control, subject to continued service before vesting.

What experience does Anne Prener bring to the Keros (KROS) Board of Directors?

Anne Prener has held senior roles including CEO of Imbria Pharmaceuticals, Freeline Therapeutics and Gyroscope Therapeutics, and leadership positions at Baxalta and Novo Nordisk. She also serves as a Senior Innovation Advisor at the University of Copenhagen and non-executive director at XSpray Pharma.

How does Keros Therapeutics (KROS) describe its business focus in this filing?

Keros describes itself as a clinical-stage biopharmaceutical company developing novel therapeutics targeting dysfunctional signaling of the TGF-ß family of proteins. It highlights lead candidates rinvatercept and elritercept, which are being developed for muscular dystrophy, amyotrophic lateral sclerosis and cytopenias in myelodysplastic syndrome and myelofibrosis.

Filing Exhibits & Attachments

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Press Releases

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