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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): February 20, 2026
Keros Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39264 | | 81-1173868 |
(state or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 |
| Preferred Share Purchase Rights | | N/A | | 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 February 24, 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 Charles Newton as a director of the Company, effective on March 9, 2026. Mr. Newton was appointed as a Class III director with a term expiring at the Company’s 2026 annual meeting of stockholders. The Board also appointed Mr. Newton to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”) and as a member of the Audit Committee of the Board (the “Audit Committee”).
There are no arrangements or understandings between Mr. Newton and any other person pursuant to which Mr. Newton was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Newton has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Newton has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Mr. Newton 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 Mr. Newton’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 Mr. Newton’s appointment, subject to Mr. Newton’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, Mr. Newton 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 (other than in connection with the 2026 annual meeting of stockholders). Mr. Newton will also be entitled pursuant to the non-employee director compensation policy to receive a $41,500 annual cash retainer for his service on the Board, as well as an additional annual retainer of $7,000 for service as a member of the Compensation Committee and an additional annual retainer of $8,500 for service as a member of the Audit Committee.
In connection with his appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Mr. Newton. The indemnification agreement will provide, among other things, that the Company will indemnify Mr. Newton for certain expenses, including damages, judgments, fines, penalties and settlements he may be required to pay in actions or proceedings which he is made party to arising in his capacity as a director or in connection with service at the Company’s request for another corporation or entity.
Departure of Director
On February 20, 2026, Dr. Carl Gordon notified the Board of his intention to resign from the Board, including from the Compensation Committee, effective March 9, 2026. Dr. Gordon’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Dr. Gordon for his years of service and valuable contributions to the Company.
Following Dr. Gordon’s resignation from the Board, including from the Compensation Committee, and Mr. Newton’s appointment to the Compensation and Audit Committees, the membership of the three standing committees of the Board is as follows:
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| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee |
| Mary Ann Gray (chair) | Alpna Seth (chair) | Jean-Jacques Bienaimé (chair) |
| Nima Farzan | Nima Farzan | Julius Knowles |
| Julius Knowles | Mary Ann Gray | Alpna Seth |
| Charles Newton | Charles Newton | |
Item 7.01. Regulation FD Disclosure.
On February 26, 2026, the Company issued a press release announcing the director changes discussed under Item 5.02 above. 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
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| Exhibit | | |
| No. | | Description |
99.1 | | Press Release dated February 26, 2026. |
| 104 | | Cover 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.
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| KEROS THERAPEUTICS, INC. |
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| By: | | /s/ Jasbir Seehra |
| | Jasbir Seehra, Ph.D. Chief Executive Officer |
Dated: February 26, 2026
Keros Therapeutics Appoints Charles Newton to its Board of Directors
LEXINGTON, Mass., Feb. 26, 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 Charles Newton to its Board of Directors, effective March 9, 2026.
“We are pleased to welcome Mr. Newton to Keros’ Board of Directors,” said Jean-Jacques Bienaimé, Chair of the Board of Directors. “His extensive expertise in healthcare finance and capital markets, coupled with his track record of helping companies navigate through key value inflection points in their clinical programs, will be highly complementary to the Board’s existing skillsets. As we continue to advance our pipeline, his perspective will be invaluable in supporting disciplined execution and positioning the Company for long-term growth and value creation.”
“I am thrilled to join Keros’ Board and leverage my experience helping biotechnology companies through critical growth to oversee the Company’s next phase of clinical development for rinvatercept (KER-065),” said Mr. Newton. “I look forward to collaborating 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.”
Mr. Newton served as the Chief Financial Officer of Lyell Immunopharma, Inc. from February 2021 until his retirement from Lyell in September 2025. Prior to Lyell, he served as Managing Director and Co-Head of Healthcare Investment Banking in the Americas at Bank of America. Earlier in his career, he served as Managing Director and Co-Head of Healthcare Investment Banking in the Americas at Credit Suisse, Managing Director and Head of Western Region Healthcare Investment Banking at Morgan Stanley and as a Corporate Finance Analyst at Lehman Brothers. Mr. Newton currently serves as a board member at Novavax, Inc. and Coherus Oncology, Inc. and previously served on the board of directors of 2seventy bio, Inc. until their acquisition by Bristol Myers Squibb, and Carmot Therapeutics, until their acquisition by Roche.
Mr. Newton holds a B.S. in Finance from Miami University and an M.B.A. from The Tuck School at Dartmouth College.
Concurrent with Mr. Newton joining Keros’ Board of Directors, the Company also announced that Carl Gordon, Ph.D., CFA, will be stepping down as a director of the Company, effective March 9, 2026.
President and Chief Executive Officer Jasbir Seehra, Ph.D., commented, "On behalf of the Board and executive team, we thank Carl for his outstanding service and contributions to the Keros Board. We wish him well in his future endeavors."
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 blood, bone, skeletal muscle, adipose and heart tissue. 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 Mr. Newton. 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 November 5, 2025, 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
Media Contact:
Mahmoud Siddig / Adam Pollack / Viveca Tress
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
