[8-K] Nurix Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Nurix Therapeutics appointed Roger Dansey, M.D. to its Board of Directors and to the Board’s Clinical and Commercialization Committee, effective immediately. He will serve as a Class III director with a term expiring at the company’s 2026 annual meeting of stockholders.

Compensation follows the non-employee director program: a pro rata portion of the $50,000 annual board retainer and a pro rata portion of the $7,500 committee retainer for the remainder of the fiscal year ending November 30, 2025. On November 6, 2025, the Board granted Dr. Dansey an initial stock option for 50,000 shares at the Grant Date closing price, vesting monthly over three years, subject to continued service. He will also be eligible for the customary annual 25,000-share option at each annual meeting, vesting by the next annual meeting or one year, whichever is earlier. Both the Initial Award and each Annual Award accelerate in full upon a Corporate Transaction.

Insights

Biotech governance analyst

Routine board addition with standard equity awards; neutral impact.

Nurix added Roger Dansey, M.D., as a Class III director and committee member. The filing details compensation under the company’s established non-employee director program, indicating this is a standard governance update rather than a strategic transaction.

The initial option covers 50,000 shares with three-year monthly vesting from November 6, 2025, and future annual grants of 25,000 shares align with typical biotech board practices. Awards accelerate upon a defined Corporate Transaction, a customary provision that aligns board incentives with change-in-control events.

No related-party ties or special arrangements are disclosed. Market impact depends on governance perceptions; the equity amounts are modest at the board level, and dilution effects are limited by the sizes disclosed.

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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): November 6, 2025

___________________________________________

NURIX THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

___________________________________________

Delaware			001-39398			27-0838048
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(IRS Employer Identification No.)
1700 Owens Street, Suite 205 San Francisco, California						94158
(Address of Principal Executive Offices)						(Zip Code)

(415) 660-5320

(Registrant’s Telephone Number, Including Area Code) 

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $0.001 par value per share			NRIX			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 o

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. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On November 6, 2025, the board of directors (the “Board”) of Nurix Therapeutics, Inc. (the “Company”), following a recommendation from the Nominating and Corporate Governance Committee of the Board, appointed Roger Dansey, M.D., to serve as a director of the Company and as a member of the Clinical and Commercialization Committee of the Board (the “Clinical and Commercialization Committee”), effective immediately. Dr. Dansey will serve as a Class III director whose term will expire at the Company’s 2026 annual meeting of stockholders.

Dr. Dansey’s compensation will be as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”). In connection with his election as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Program, Dr. Dansey will receive a pro rata portion of the $50,000 annual retainer for service as a director for the remaining portion of the Company’s fiscal year ending November 30, 2025, and a pro rata portion of the $7,500 annual retainer for service as a member of the Clinical and Commercialization Committee of the Board for the remaining portion of the Company’s fiscal year ending November 30, 2025. In addition, consistent with the Non-Employee Director Compensation Program, the Board granted to Dr. Dansey, effective November 6, 2025 (the “Grant Date”), a stock option to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price equal to the closing sale price of the Common Stock on the Grant Date, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to Dr. Dansey’s continued service as a director on the Board (the “Initial Award”). Dr. Dansey will also receive the customary annual equity compensation paid to non-employee directors on the date of each annual meeting of stockholders, which as currently constituted under the Non-Employee Director Compensation Program shall consist of a stock option to purchase 25,000 shares of Common Stock, vesting on the earlier of the date of the next annual meeting of stockholders or one year from the date of grant, subject to Dr. Dansey’s continued service as a director on the Board through such date (each such award, an “Annual Award”). The Initial Award and each Annual Award will accelerate in full upon the consummation of a Corporate Transaction (as defined in the Company’s 2020 Equity Incentive Plan).

The Company has entered into its standard form of indemnification agreement with Dr. Dansey. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 2, 2020 (File No. 333-239651) and is incorporated by reference herein.

There are no arrangements or understandings between Dr. Dansey and any other persons pursuant to which Dr. Dansey was selected as a member of the Board. There are also no family relationships between Dr. Dansey and any director or executive officer of the Company, nor does Dr. Dansey have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing Dr. Dansey’s appointment to the Board is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.

.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

Exhibit No.						Exhibit Title or Description
99.1						Press Release dated November 10, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NURIX THERAPEUTICS, INC.
Date: November 10, 2025			By:			/s/ Christine Ring
						Christine Ring, Ph.D., J.D.
						Chief Legal Officer

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FAQ

What did NRIX announce in its Form 8-K?

Nurix appointed Roger Dansey, M.D. to its Board and to the Clinical and Commercialization Committee, effective immediately.

What is Roger Dansey’s board term at NRIX?

He will serve as a Class III director with a term expiring at the 2026 annual meeting of stockholders.

What equity awards did NRIX grant to Roger Dansey?

An initial 50,000-share stock option granted on November 6, 2025, vesting monthly over three years, plus eligibility for an annual 25,000-share option each year.

How are retainers structured for NRIX’s new director?

A pro rata portion of the $50,000 annual board retainer and a pro rata portion of the $7,500 committee retainer for the remainder of the fiscal year ending November 30, 2025.

Do the equity awards accelerate under certain events?

Yes. The Initial Award and each Annual Award accelerate in full upon the consummation of a Corporate Transaction as defined in the 2020 Equity Incentive Plan.

Were any related-party or special arrangements disclosed?

No. The filing states there are no arrangements, no family relationships, and no material interests in transactions requiring disclosure.