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

Rhea-AI Filing Summary

Rapport Therapeutics, Inc. (Nasdaq: RAPP) filed a Form 8-K to report the voting results of its 2025 Annual Meeting of Stockholders held on June 17 2025. Of the 36,497,555 shares outstanding on the record date, a quorum was present.

Proposal 1 – Election of three Class I directors (terms expiring 2028)

• Reid Huber, Ph.D.: 31,146,580 for, 776,312 withheld, 1,016,695 broker non-votes
• John Maraganore, Ph.D.: 31,222,571 for, 700,321 withheld, 1,016,695 broker non-votes
• Wendy B. Young, Ph.D.: 31,783,990 for, 138,902 withheld, 1,016,695 broker non-votes

All nominees received a clear majority of votes cast and were duly elected.

Proposal 2 – Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2025

• 32,804,657 for, 112,489 against, 22,441 abstain

The appointment of PwC was ratified by 99.4 % of votes cast.

No additional matters were brought to a vote. The filing is routine in nature, dealing solely with corporate governance decisions without disclosing any operational or financial performance data.

Positive

• Strong shareholder support—each director nominee received more than 97 % of votes cast.
• Auditor ratification at 99 % approval indicates investor confidence in financial reporting integrity.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; directors re-elected, auditor ratified, no surprises or governance red flags.

The 8-K documents standard annual-meeting business. All three board nominees secured over 97 % support, indicating continued shareholder confidence in the company’s leadership. Auditor ratification passed with 99 % support, suggesting no notable concerns over financial reporting quality. Absence of additional proposals or shareholder activism underscores a stable governance environment. From a governance standpoint, this filing is neutral—confirming continuity rather than signaling change.

Portfolio Manager

TL;DR: Filing has minimal investment impact; confirms board and auditor continuity.

The reported vote tallies do not introduce any material catalysts for RAPP’s share price. No financial guidance, operational updates, or strategic shifts were disclosed. High approval margins reduce governance risk but do not alter fundamental valuation. Consequently, the information is considered routine and unlikely to affect portfolio positioning.

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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): June 17, 2025

Rapport Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42121	88-0724208
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
99 High Street Suite 2100
Boston, Massachusetts				02110
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (857) 321-8020

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, $0.001 par value per share		RAPP		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 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2025, Rapport Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 21, 2025, the record date for the Annual Meeting, there were 36,497,555 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 24, 2025: (i) to elect Reid Huber, Ph.D., John Maraganore, Ph.D., and Wendy B. Young, Ph.D. as Class I directors of the Company, each to serve until the Company’s 2028 annual meeting of stockholders, and until his or her respective successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (“Proposal 1”), and (ii) to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”).

Proposal 1 - Election of Class I Director Nominees

The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The results of Proposal 1 were as follows:

Class I Director Nominee		For		Withheld		Broker Non-Votes
Reid Huber, Ph.D.		31,146,580		776,312		1,016,695
John Maraganore, Ph.D.		31,222,571		700,321		1,016,695
Wendy B. Young, Ph.D.		31,783,990		138,902		1,016,695

Proposal 2 - Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of Proposal 2 were as follows:

For		Against		Abstain
32,804,657		112,489		22,441

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURE

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.

			Rapport Therapeutics, Inc.
Date:	June 18, 2025	By:	/s/ Troy Ignelzi
			Troy Ignelzi Chief Financial Officer

FAQ

What was approved at Rapport Therapeutics' (RAPP) 2025 Annual Meeting?

Shareholders elected three Class I directors and ratified PricewaterhouseCoopers LLP as the 2025 independent auditor.

How many shares voted for each director at RAPP's AGM?

Reid Huber 31.1 M, John Maraganore 31.2 M, Wendy Young 31.8 M votes in favor.

What percentage supported PwC as Rapport Therapeutics' auditor for 2025?

Approximately 99.4 % of votes cast favored ratification.

Were there any other proposals at Rapport Therapeutics' 2025 AGM?

No, only director elections and auditor ratification were presented and voted upon.

Does the 8-K include any financial or earnings information for RAPP?

No financial performance or earnings data were disclosed in this filing.