Pliant Therapeutics extends rights plan to 2027

Pliant Therapeutics has extended its stockholder rights plan by one year.

Rhea-AI Filing Summary

Pliant Therapeutics has extended its stockholder rights plan by one year. The company and Computershare Trust Company, N.A., amended their Stockholder Rights Agreement so that the associated rights now expire at 5:00 p.m. New York City time on March 11, 2027, instead of March 11, 2026.

The plan is intended to make it harder for any person, entity or group to gain control of the company through open market share purchases without paying all stockholders an appropriate control premium or giving the board enough time to evaluate alternatives. The company states the change was not made in response to any specific takeover offer and is not meant to block mergers or other business combinations approved by the board.

Insights

Corporate governance analyst

Pliant extends its rights plan, reinforcing anti-takeover protections without tying the move to a live bid.

Pliant Therapeutics has amended its Stockholder Rights Agreement with Computershare Trust Company, N.A. to extend the final expiration of the rights from March 11, 2026 to March 11, 2027. This keeps a rights plan, often called a poison pill, in place for an additional year.

The stated aim is to reduce the likelihood that a single investor or group can gain control through open market accumulation without paying an appropriate control premium or allowing sufficient time for the board to act. The company also specifies that the change was not adopted in response to any specific takeover offer.

The agreement can still be redeemed, exchanged or terminated under its existing terms, and the company emphasizes it is not designed to interfere with mergers or other business combinations approved by the board. Future company filings may provide further detail on any use of the plan as situations evolve.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Pliant Therapeutics (PLRX) make to its stockholder rights plan?

Pliant Therapeutics extended the final expiration of its stockholder rights from March 11, 2026, to March 11, 2027. The change comes via an amendment to its Stockholder Rights Agreement with Computershare Trust Company, N.A., maintaining the plan’s protections for an additional year.

Why did Pliant Therapeutics (PLRX) extend its stockholder rights agreement?

The company extended the agreement to reduce the likelihood that any person, entity or group can gain control through open market share accumulation without paying all stockholders an appropriate control premium. It also seeks to give the board enough time to assess and respond to potential control situations.

Was Pliant Therapeutics’ rights plan extension a response to a takeover offer?

No, Pliant states the extension of the rights plan was not made in response to any specific takeover offer. The company also notes that the plan is not intended to interfere with any merger or other business combination that is approved by its board of directors.

Can Pliant Therapeutics’ stockholder rights still be redeemed or terminated early?

Yes. Even with the new March 11, 2027 expiration, the rights may still be redeemed, exchanged or terminated earlier under the existing terms of the Stockholder Rights Agreement. The amendment only changes the final expiration time, not these other contractual mechanisms.

Who is the rights agent under Pliant Therapeutics’ amended rights agreement?

Computershare Trust Company, N.A. serves as rights agent under the Stockholder Rights Agreement. Pliant Therapeutics and Computershare entered into the amendment on March 3, 2026, which formally updated the final expiration date of the rights to March 11, 2027.

Does Pliant Therapeutics’ rights plan block board-approved mergers or deals?

The company states the rights agreement is not intended to interfere with any merger or other business combination approved by the board. Its purpose is to address unsolicited control attempts via open market accumulation, while preserving flexibility for transactions the board endorses.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 04:35 PM Learn about SEC filing dates

0001746473FALSE00017464732026-03-032026-03-030001746473plrx:CommonStockParValue0.0001PerShareMember2026-03-032026-03-030001746473plrx:SeriesAJuniorParticipatingPreferredPurchaseRightsMember2026-03-032026-03-03

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 3, 2026

__________________________________________

PLIANT THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

__________________________________________

Delaware			001-39303			47-4272481
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
331 Oyster Point Blvd., South San Francisco, CA						94080
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 481-6770

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			PLRX			The Nasdaq Stock Market LLC
Series A Junior Participating Preferred 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 1.01    Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.

Item 3.03     Material Modification to Rights of Security Holders.

On March 3, 2026, Pliant Therapeutics, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an Amendment to Stockholder Rights Agreement (the “Amendment”), amending the Stockholder Rights Agreement, dated as of March 12, 2025, between the Company and the Rights Agent (the “Rights Agreement”).

The Amendment changes the final expiration time of the Rights (as defined in the Rights Agreement) from 5:00 p.m., New York City time on March 11, 2026 to 5:00 p.m., New York City time on March 11, 2027. The Rights may still be earlier redeemed, exchanged or terminated in accordance with the terms of the Rights Agreement.

The extension of the final expiration time under the Rights Agreement is intended to reduce the likelihood that any entity, person or group is able to gain control of the Company through open market accumulation without paying all stockholders an appropriate control premium or providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of the Company and all stockholders. The Rights Agreement was not amended in response to any specific takeover offer, and it is not intended to interfere with any merger or other business combination approved by the Board.

This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.2 hereto and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit No.						Description
4.1						Stockholder Rights Agreement, dated as of March 12, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on March 13, 2025, File No. 001-39303)
4.2						Amendment to Stockholder Rights Agreement, dated as of March 3, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent (filed herewith)
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.

			PLIANT THERAPEUTICS, INC.
Date: March 3, 2026			By:			/s/ Keith Cummings
						Keith Cummings, M.D., MBA
						Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 30.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.9 KB