Kymera Therapeutics (KYMR) sets federal courts as exclusive forum for securities claims

Rhea-AI Filing Summary

Kymera Therapeutics, Inc. reported that its Board of Directors approved an immediate amendment to the company’s Second Amended and Restated Bylaws. The change designates the federal district courts of the United States as the exclusive forum for any complaints asserting causes of action under the Securities Act of 1933 or the Securities Exchange Act of 1934, and related regulations, unless the company agrees in writing to a different forum.

The amendment aligns the company’s bylaws with recent changes to the Delaware General Corporation Law regarding forum selection provisions. The full text of the amendment is provided as an exhibit to the report for shareholders and other stakeholders who want to review the precise language.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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): March 25, 2026

KYMERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39460		81-2992166
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Kymera Therapeutics, Inc.

500 North Beacon Street, 4th Floor

Watertown, Massachusetts 02472

(Address of principal executive offices, including zip code)

(857) 285-5300

(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		Trade Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		KYMR		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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2026, the Board of Directors (the “Board”) of Kymera Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated Bylaws (the “Bylaw Amendment”), effective immediately, to designate the federal district courts of the United States as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, unless the Company consents in writing to the selection of an alternative forum. The Board approved the Bylaw Amendment in response to recent amendments to the General Corporation Law of the State of Delaware regarding such forum selection provisions.

The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amendment No. 1 to Second Amended and Restated Bylaws of Kymera Therapeutics, Inc.
104		Cover Page Interactive Data (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.

				Kymera Therapeutics, Inc.
Date: March 27, 2026				By:		/s/ Nello Mainolfi
						Nello Mainolfi, Ph.D.
						President and Chief Executive Officer

FAQ

What corporate change did Kymera Therapeutics (KYMR) disclose in this 8-K?

Kymera Therapeutics disclosed a Board-approved amendment to its bylaws. The change designates U.S. federal district courts as the exclusive forum for securities law claims, aligning the company’s governing documents with recent updates to Delaware corporate law on forum selection provisions.

How do Kymera Therapeutics’ amended bylaws affect Securities Act and Exchange Act claims?

The amended bylaws direct that claims under the Securities Act of 1933 and the Securities Exchange Act of 1934 be brought in U.S. federal district courts. This forum selection applies to those causes of action and related regulations unless the company consents in writing to an alternative court.

Why did Kymera Therapeutics (KYMR) change its forum selection bylaws?

Kymera Therapeutics’ Board adopted the forum selection amendment in response to recent amendments to the Delaware General Corporation Law. Those state law changes address how corporations may specify preferred courts for resolving federal securities law disputes in their governing documents.

When did the Kymera Therapeutics board approve the bylaw amendment?

The Kymera Therapeutics Board of Directors approved the bylaw amendment on March 25, 2026. The change was effective immediately on approval, and the company later filed a current report that includes the amendment as an exhibit for public and investor review.

Where can investors see the full text of Kymera Therapeutics’ bylaw amendment?

Investors can review the complete text of the bylaw amendment in Exhibit 3.1 to the company’s current report. That exhibit, titled Amendment No. 1 to the Second Amended and Restated Bylaws, provides the precise language governing the new exclusive forum provision.

Does the Kymera Therapeutics bylaw amendment allow any alternative forums for securities claims?

The amendment sets U.S. federal district courts as the exclusive forum for covered securities law claims but allows flexibility. Kymera Therapeutics may consent in writing to an alternative forum, giving the company discretion to agree to a different venue in specific circumstances.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 3.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB