New Rani Therapeutics (NASDAQ: RANI) CFO granted options, 2026 inducement plan

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rani Therapeutics Holdings, Inc. appointed Nicholas M. Maestas as Chief Financial Officer, principal financial officer, and principal accounting officer effective June 29, 2026, succeeding Svai Sanford. Maestas brings prior CFO and strategy experience from Tempest Therapeutics and finance roles at other biotechnology companies.

Under his June 24, 2026 offer letter, Maestas will receive a $500,000 annual base salary and be eligible for an annual bonus targeted at 75% of base salary. He will be granted a non-qualified option to purchase 2,000,000 shares of Class A common stock under Rani’s 2026 Equity Inducement Plan, vesting over four years, with 25% vesting after one year and the balance monthly over 36 months of continuous service.

The Board approved the new 2026 Equity Inducement Plan on June 28, 2026, reserving 5,500,000 shares of Class A common stock for inducement awards to new hires under Nasdaq Rule 5635(c)(4), which does not require stockholder approval. The plan’s terms are described as substantially similar to the company’s stockholder-approved 2021 Equity Incentive Plan.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

CFO base salary: $500,000 per year CFO target bonus: 75% of base salary CFO stock option grant: 2,000,000 shares +2 more

5 metrics

CFO base salary $500,000 per year Annual base salary for Nicholas Maestas under June 24, 2026 offer letter

CFO target bonus 75% of base salary Annual bonus target percentage for Nicholas Maestas

CFO stock option grant 2,000,000 shares Non-qualified option for Class A common stock under 2026 Equity Inducement Plan

Option vesting schedule 4 years (25% at 1 year, rest over 36 months) Vesting terms for Nicholas Maestas’ stock option grant

Inducement Plan reserve 5,500,000 shares Class A common stock reserved for 2026 Equity Inducement Plan

Key Terms

2026 Equity Inducement Plan, Rule 5635(c)(4), Severance and Change in Control Plan, non-qualified option, +1 more

5 terms

2026 Equity Inducement Plan financial

"On June 28, 2026, the Company’s Board of Directors approved the Inducement Plan, and reserved 5,500,000 shares"

Rule 5635(c)(4) regulatory

"as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4)."

Severance and Change in Control Plan financial

"Mr. Maestas will also be eligible to participate in the Company’s Severance and Change in Control Plan"

non-qualified option financial

"Mr. Maestas will be granted a non-qualified option to purchase 2,000,000 shares of the Company’s Class A common stock"

inducement awards financial

"to be used exclusively for grants of inducement awards to individuals who were not previously employees or directors"

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 06:03 AM Accepted by SEC EDGAR 06/29/2026 - 06:54 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): June 24, 2026

    

Rani Therapeutics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40672	86-3114789
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2051 Ringwood Avenue
San Jose, California		95131
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (408) 457-3700

    

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
Class A common stock, par value $0.0001 per share	RANI	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Executive Officer

On June 29, 2026, Rani Therapeutics Holdings, Inc. (the “Company”) announced the appointment of Nicholas M. Maestas as the Company’s Chief Financial Officer (principal financial officer and principal accounting officer) effective as of June 29, 2026. Mr. Maestas succeeds Svai Sanford as the Company’s Chief Financial Officer, who the Company previously announced would be stepping down upon the appointment of his successor.

Mr. Maestas, age 46, most recently served as the Chief Financial Officer and Head of Corporate Strategy of Tempest Therapeutics, Inc., a biotechnology company (“Tempest”) from January 2025 until June 2026, having previously served as Vice President, Finance and Strategy of Tempest from July 2021 through December 2024, and as its Corporate Secretary since September 2022. From July 2019 to July 2021, Mr. Maestas served as the head of FP&A and strategic finance at Alector, a biopharmaceutical company. From November 2014 to July 2019, Mr. Maestas served in a variety of roles at Immune Design, an oncology immunotherapy company that was acquired by Merck & Co in 2019, including as Senior Director, Corporate Development & Operations from January to July 2019 and Director, Corporate Development & Operations from January 2017 to December 2018. Mr. Maestas received a B.A. in Molecular and Cell Biology from the University of California, Berkeley and an M.B.A. from The Wharton School, University of Pennsylvania.

There are no arrangements or understandings between Mr. Maestas and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Maestas and any of the Company’s other directors or executive officers.

Pursuant to an offer letter, dated June 24, 2026, Mr. Maestas’ annual base salary will be $500,000 and he will be eligible to earn an annual bonus with a target equal to 75% of his base salary. In addition, Mr. Maestas will be granted a non-qualified option to purchase 2,000,000 shares of the Company’s Class A common stock under the Company’s 2026 Equity Inducement Plan (the “Inducement Plan”). The option will vest over a four-year period, with 25% of the shares subject to the option vesting on the one year anniversary of the date of his commencement of employment, and the remaining shares vesting equally over the following 36 months of continuous service. Mr. Maestas will also be eligible to participate in the Company’s Severance and Change in Control Plan (the “Severance Plan”), and the Participation Agreement under the Severance Plan, which are filed as Exhibits 10.8 and 10.9, respectively, to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2021. In addition, Mr. Maestas will enter into the Company’s standard form of indemnification agreement which is filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 9, 2021.

The foregoing description of the offer letter is not complete and is qualified in its entirety by reference to the offer letter, filed as Exhibit 10.1 to this Current Report on Form 8-K.

2026 Equity Inducement Plan

On June 28, 2026, the Company’s Board of Directors approved the Inducement Plan, and reserved 5,500,000 shares of its Class A common stock to be used exclusively for grants of inducement awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4). As permitted by Nasdaq Rule 5635(c)(4), the Company’s stockholders are not required to approve the Inducement Plan. The terms and conditions of the Inducement Plan and the inducement awards to be granted thereunder are substantially similar to the Company’s stockholder-approved 2021 Equity Incentive Plan.

The foregoing description of the Inducement Plan is not intended to be complete and is qualified in its entirety by reference to the Inducement Plan and the form of stock option agreement adopted under the Inducement Plan, copies of which are filed hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Description
10.1		Offer Letter, by and between Rani Therapeutics LLC and Nicholas Maestas dated June 24, 2026
10.2		Rani Therapeutics Holdings, Inc. 2026 Equity Inducement Plan
10.3		Form of Stock Option Agreement under Rani Therapeutics Holdings, Inc. 2026 Equity Inducement Plan

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.


			Rani Therapeutics Holdings, Inc.

Date:	June 29, 2026	By:	/s/ Talat Imran
			Talat Imran Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did Rani Therapeutics (RANI) announce?

Rani Therapeutics appointed Nicholas M. Maestas as Chief Financial Officer, principal financial officer, and principal accounting officer effective June 29, 2026. He succeeds Svai Sanford and brings prior CFO and corporate strategy experience from Tempest Therapeutics and finance leadership roles at other biotechnology companies.

What is the compensation package for Rani Therapeutics’ new CFO?

Nicholas Maestas will receive a $500,000 annual base salary and an annual bonus opportunity targeted at 75% of base salary. He will also receive a non-qualified stock option to purchase 2,000,000 Class A shares, vesting over four years based on continued service.

How are Nicholas Maestas’ stock options at Rani Therapeutics structured?

Maestas will receive a non-qualified option to buy 2,000,000 Class A common shares under the 2026 Equity Inducement Plan. Twenty‑five percent vest on the one‑year anniversary of employment, with the remaining shares vesting in equal monthly installments over the subsequent 36 months.

What is Rani Therapeutics’ 2026 Equity Inducement Plan?

The 2026 Equity Inducement Plan reserves 5,500,000 Class A shares for inducement awards to new employees as defined under Nasdaq Rule 5635(c)(4). Its terms are described as substantially similar to Rani’s stockholder‑approved 2021 Equity Incentive Plan, but stockholder approval is not required.

How many shares did Rani reserve for its new inducement equity plan?

Rani Therapeutics reserved 5,500,000 shares of its Class A common stock for the 2026 Equity Inducement Plan. These shares are intended exclusively for inducement awards to individuals who were not previously employees or directors, consistent with Nasdaq Rule 5635(c)(4).

Is the Rani Therapeutics 2026 Equity Inducement Plan stockholder-approved?

The 2026 Equity Inducement Plan is not subject to stockholder approval under Nasdaq Rule 5635(c)(4). The company notes that this rule permits inducement plans for new hires without a stockholder vote, and states that plan terms are substantially similar to its stockholder‑approved 2021 Equity Incentive Plan.

Filing Exhibits & Attachments

4 documents