Michael P. Miller joins Rigel Pharmaceuticals (RIGL) board with cash and equity package

Rhea-AI Filing Summary

Rigel Pharmaceuticals, Inc. appointed Michael P. Miller to its board of directors effective February 1, 2026. He will serve in the director class whose term ends at the 2027 annual stockholders’ meeting and will also join the company’s Compensation Committee.

As a non-employee director, Mr. Miller will receive a yearly cash retainer of $50,000, plus an additional annual $10,000 retainer for Compensation Committee service, both pro-rated for partial service periods. He received an initial stock option grant to purchase 12,000 shares of common stock under Rigel’s 2018 Equity Incentive Plan.

After each annual stockholders’ meeting, he will automatically receive an annual option to purchase 3,000 shares of common stock and 2,500 restricted stock units, pro-rated for any year of partial service, so long as he continues to serve as a non-employee director. The company entered into its standard indemnification agreement with him and states that he is independent, has no disclosable related-party transactions, and no family relationships with the company’s directors or executive officers.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

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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): February 1, 2026

RIGEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-29889			94-3248524
(Commission File No.)			(IRS Employer Identification No.)
611 Gateway Boulevard Suite 900
South San Francisco, CA			94080
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (650) 624-1100

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 (see General Instruction A.2. below):

¨ 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))

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

RIGL

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.

On February 1, 2026 (the “Effective Date”), Michael P. Miller was appointed to serve on the board of directors (the “Board”) of Rigel Pharmaceuticals, Inc. (“Rigel” or the “Company”), upon the recommendation of the Board’s Corporate Governance, Health Care Compliance Oversight and Nominating Committee, until his successor is elected and has qualified, or sooner in the event of his death, resignation or removal. Mr. Miller joins the class of directors whose term expires at the 2027 annual stockholders’ meeting. Mr. Miller will also serve on Rigel’s Compensation Committee.

As of the Effective Date, Mr. Miller will participate in Rigel’s standard non-employee director compensation arrangements. Under these arrangements, Mr. Miller will receive a yearly retainer of $50,000 as well as an additional annual retainer of $10,000 for his service on the Compensation Committee, starting on the Effective Date, with payment pro-rated for any partial period of service.

In addition to the cash compensation referenced in the preceding paragraph, Mr. Miller will receive stock option grants under Rigel’s 2018 Equity Incentive Plan, as amended (the “Plan”). Option grants under the Plan are non-discretionary. As of the Effective Date, Mr. Miller received an initial option grant to purchase 12,000 shares of common stock on the terms and conditions set forth in the Plan. In addition, on the day following each annual meeting of stockholders, Mr. Miller will automatically receive an annual option to purchase 3,000 shares of common stock and 2,500 restricted stock units, pro-rated for any year of partial service, provided that he continues to serve as a non-employee member of the Board. Rigel has also entered into its standard form of indemnification agreement with Mr. Miller.

There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was elected or appointed as a member of the Board or a committee thereof. There are no family relationships between Mr. Miller and any director, executive officer, or any person nominated or chosen by Rigel to become a director or executive officer. The Board has determined that Mr. Miller is independent under applicable standards. Mr. Miller is not a party to any current or proposed transaction with Rigel for which disclosure is required under Item 404(a) of Regulation S-K.

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.

Dated: February 3, 2026			RIGEL PHARMACEUTICALS, INC.
			By:			/s/ Raymond J. Furey
						Raymond J. Furey
						Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary

FAQ

What did Rigel Pharmaceuticals (RIGL) announce about its board of directors?

Rigel Pharmaceuticals appointed Michael P. Miller to its board of directors effective February 1, 2026. He will serve in the director class whose term ends at the 2027 annual stockholders’ meeting and will also join the company’s Compensation Committee.

What compensation will Michael P. Miller receive as a Rigel (RIGL) non-employee director?

Michael P. Miller will receive a yearly cash retainer of $50,000 plus an additional annual $10,000 retainer for serving on the Compensation Committee. These amounts are pro-rated for any partial service period under Rigel’s standard non-employee director compensation arrangements.

What equity awards did Rigel (RIGL) grant to new director Michael P. Miller?

As of the effective date, Michael P. Miller received an initial option grant to purchase 12,000 shares of Rigel common stock under the 2018 Equity Incentive Plan. This option grant is non-discretionary and follows the terms and conditions set forth in the plan.

What ongoing stock-based awards will Michael P. Miller receive from Rigel (RIGL)?

On the day following each annual stockholders’ meeting, Michael P. Miller will automatically receive an option to purchase 3,000 shares of common stock and 2,500 restricted stock units, pro-rated for any year of partial service, provided he continues serving as a non-employee board member.

Is Michael P. Miller considered independent under Rigel (RIGL) governance standards?

Rigel’s board determined that Michael P. Miller is independent under applicable standards. The company also states there are no family relationships with directors or executive officers and no current or proposed related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Did Rigel Pharmaceuticals (RIGL) enter any agreements with Michael P. Miller?

Rigel entered into its standard form of indemnification agreement with Michael P. Miller. The company also confirms there are no special arrangements or understandings with other persons regarding his election or appointment to the board or its committees.