Intellia (NASDAQ: NTLA) revises bylaws on shareholder notices and federal forums

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8-K Event Classification

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What did Intellia Therapeutics (NTLA) change in its bylaws on April 7, 2026?

How do the new Intellia (NTLA) bylaws affect shareholder proposals and nominations?

What is the new exclusive forum provision in Intellia Therapeutics’ bylaws?

Do Intellia’s amended bylaws change where Securities Act claims can be brought?

When did Intellia’s Fourth Amended and Restated By-laws become effective?

Where can investors find the full text of Intellia’s amended bylaws?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Intellia Therapeutics, Inc. amended its bylaws, effective April 7, 2026. The changes let shareholders fix facially obvious errors in timely notices of director nominations or other proposals, and require the company to alert them when such deficiencies exist so they can be cured.

The updated bylaws also make federal district courts in the United States the exclusive forum for complaints asserting causes of action under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless Intellia agrees in writing to a different forum.

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.

Fourth Amended and Restated By-laws, facially apparent deficiencies, exclusive forum, Securities Act of 1933, +1 more

5 terms

Fourth Amended and Restated By-laws regulatory

"Under the Fourth Amended and Restated By-laws, which are effective April 7, 2026"

facially apparent deficiencies regulatory

"allowing shareholders to cure any facially apparent deficiencies in a shareholder’s timely notice"

exclusive forum regulatory

"designate the federal district courts of the United States as the exclusive forum for resolving any complaint"

Securities Act of 1933 regulatory

"arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934"

Securities Exchange Act of 1934 regulatory

"or the Securities Exchange Act of 1934, as amended, or the respective rules and regulations"

Understanding 8-K Material Events →

04/10/2026 - 04:16 PM

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): April 7, 2026

INTELLIA THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37766

36-4785571

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


40 Erie Street, Suite 130
Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 857 285-6200

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, par value $0.0001 per share

NTLA

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 April 7, 2026, based on the recommendation of the nominating and corporate governance committee of the board of directors (the “Board”) of Intellia Therapeutics, Inc. (the “Company”), the Board adopted amendments to the Company’s Third Amended and Restated By-laws. Under the Fourth Amended and Restated By-laws, which are effective April 7, 2026 (the “Amended By-laws”), the Company added a provision allowing shareholders to cure any facially apparent deficiencies in a shareholder’s timely notice of a nomination or proposal, and requiring the Company to notify the shareholder of any facially apparent deficiencies in a timely notice. In addition, the Amended By-laws designate the federal district courts of the United States as the exclusive forum for resolving any complaint that asserts a cause of action arising under the Securities Act of 1933, as amended, or 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.

A copy of the Amended By-laws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by reference to the full text of the Amended By-laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Fourth Amended and Restated By-laws of Intellia Therapeutics, Inc., dated April 7, 2026

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 thereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Intellia Therapeutics updated its bylaws to let shareholders cure facially apparent errors in timely nomination or proposal notices and to require the company to notify them of such deficiencies, while also revising where certain securities law complaints must be filed.

The amended bylaws allow shareholders to correct facially apparent deficiencies in otherwise timely notices of director nominations or other proposals. Intellia must notify the shareholder of such issues, giving them a structured opportunity to cure errors in the notice content.

The amended bylaws designate U.S. federal district courts as the exclusive forum for complaints asserting causes of action under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless Intellia consents in writing to an alternative forum for such disputes.

Yes. Under the revised bylaws, complaints asserting causes of action under the Securities Act of 1933 generally must be brought in U.S. federal district courts, unless Intellia agrees in writing to a different forum, centralizing these securities law disputes at the federal level.

Intellia’s Fourth Amended and Restated By-laws became effective on April 7, 2026. The board of directors approved these amendments following a recommendation from its nominating and corporate governance committee, and they are now the governing bylaws for the company.

The complete text of Intellia’s Fourth Amended and Restated By-laws is included as Exhibit 3.1 to the current report on Form 8-K. The filing states that the brief summary is qualified in its entirety by reference to this full exhibit document.

Intellia Therapeutics, Inc.

Date: April 10, 2026

/s/ John M. Leonard

Name: John M. Leonard

Title: Chief Executive Officer and President

4 documents