[8-K] Prothena Corporation plc Reports Material Event

Rhea-AI Filing Summary

Five Star Bancorp (FSBC) – Form 4 insider filing: On 07/28/2025 President & CEO and director James E. Beckwith was granted 7,062 restricted common shares (transaction code “A”) at an effective price of $0 under the 2021 Equity Incentive Plan. The award vests in five equal annual installments contingent on his continued employment.

Post-grant, Beckwith reports 477,014 shares held indirectly through the Beckwith Family Trust, in addition to 10,000 shares held by immediate family members for which he disclaims beneficial ownership. No open-market purchases, sales, or derivative transactions were disclosed.

The filing marginally increases executive insider ownership and imposes negligible dilution given FSBC’s share count. While not a market-moving event, the grant signals ongoing equity alignment between the CEO and shareholders.

Positive

• Increased insider ownership: CEO’s total indirect holdings rise to 477,014 shares, aligning management with shareholders.

Negative

• Minor potential dilution: New restricted shares marginally expand the share count, albeit immaterially for FSBC.

Insights

Equity Compensation Analyst

TL;DR: Routine CEO stock grant; boosts alignment, minimal dilution, neutral impact.

The 7,062-share restricted stock award is standard annual compensation for a bank of FSBC’s size. Because shares vest over five years and represent a fraction of the ~17 m outstanding, dilution risk is immaterial. Insider ownership, already substantial, rises to roughly 2.8% of shares, reinforcing management-shareholder alignment. No cash outlay or selling pressure exists, placing the event solidly in the neutral-to-slightly-positive range for investors.

Regional Bank Portfolio Manager

TL;DR: Non-market transaction; maintain neutral stance on FSBC.

Beckwith’s award is internally funded and tied to service conditions, so it conveys standard retention incentives rather than signaling on valuation. Given the size, I view the event as non-impactful to near-term trading dynamics or capital structure. Investors should watch future Form 4s for any selling once portions vest, but today’s filing neither strengthens nor weakens the investment case.

PROTHENA CORP PUBLIC LTD CO false 0001559053 0001559053 2025-07-30 2025-07-30

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): July 30, 2025

PROTHENA CORPORATION PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland		001-35676		98-1111119
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

77 Sir John Rogerson’s Quay, Block C

Grand Canal Docklands

Dublin 2, D02 VK60, Ireland

(Address of principal executive offices including Zip Code)

011-353-1-236-2500

(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:

☐ 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
Ordinary Shares, par value $0.01 per share		PRTA		The Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2025, Prothena Biosciences Inc, a subsidiary of Prothena Corporation plc (the “Company”), entered into employment agreements with each of Tran B. Nguyen, the Company’s Chief Strategy Officer and Chief Financial Officer, Brandon S. Smith, the Company’s Chief Operating Officer, and Wagner M. Zago, Ph.D., the Company’s Chief Scientific Officer (each, an “Officer”, and each agreement, an “Employment Agreement”). The Employment Agreements set forth the Officers’ base salary levels, target bonus opportunity and memorialize the Officers’ entitlement to certain severance benefits, which are generally consistent with the severance benefits currently provided by the Prothena Biosciences Inc Amended and Restated Severance Plan.

Under the terms of each Employment Agreement, each Officer will receive an initial annual base salary consistent with their current annual base salary (Mr. Nguyen: $603,792; Mr. Smith: $544,201; and Dr. Zago: $518,000) and will be eligible for a discretionary annual cash bonus target, as a percentage of base salary, consistent with their current target percentage (Mr. Nguyen: 50%; Mr. Smith: 50%; and Dr. Zago: 40%).

Under the Employment Agreement, in the event of termination of the Officer by the Company without cause or resignation by the Officer for good reason and subject to the Officer’s execution and non-revocation of a release of claims in favor of the Company, the Officer will be entitled to severance benefits, including 100% of their annual base salary, 100% of their target bonus, and up to 12 months of continuing health coverage. If such a termination occurs in connection with a change in control, severance benefits increase to 150% of their annual base salary, 150% of their target bonus, and up to 18 months of continuing health coverage. In either scenario, acceleration of vesting for equity awards and extension of post-employment exercise periods for option awards would occur pursuant to the terms of the Employment Agreement and the equity award agreements under which equity awards were granted.

The foregoing summary of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Form of Employment Agreement
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 hereunto duly authorized.

				PROTHENA CORPORATION PLC
Dated: July 30, 2025				By:		/s/ Tran B. Nguyen
				Name:		Tran B. Nguyen
				Title:		Chief Strategy Officer and Chief Financial Officer

FAQ

What did FSBC CEO James E. Beckwith report on the Form 4?

He received 7,062 restricted shares of common stock on 07/28/2025 under the 2021 Equity Incentive Plan.

Does the filing involve any insider sales of FSBC stock?

No. The Form 4 discloses only an acquisition (grant); there were no sales or dispositions.

How many FSBC shares does the CEO now beneficially own?

After the grant he reports 477,014 shares held via the Beckwith Family Trust, plus 10,000 family-held shares he disclaims.

When do the newly granted FSBC shares vest?

They vest annually over five years, contingent on Beckwith’s continued employment.

Is the transaction part of a Rule 10b5-1 trading plan?

The filing does not check the Rule 10b5-1(c) box, indicating it is not under such a plan.