Rallybio (RLYB) CMO Steven Ryder exits as Candid Therapeutics merger proceeds

Rhea-AI Filing Summary

Rallybio Corporation reported that Chief Medical Officer Steven Ryder, M.D., who has served in that role since January 2019, has left the company effective immediately. His departure occurs as Rallybio pursues a pending business combination with Candid Therapeutics, Inc. under a previously announced merger agreement.

Under a new separation agreement, Dr. Ryder will receive severance payments and benefits consistent with a termination by Rallybio without cause, as outlined in his existing employment agreement. After the closing of the Candid merger and related change of control, he is entitled to additional severance owed for a without-cause termination following a change of control, reduced by the initial severance amounts already paid.

Rallybio states that Dr. Ryder’s restricted stock, stock options and other equity awards will remain outstanding and may continue to vest according to the merger agreement. These awards will remain exercisable until 90 days following the closing of the merger, providing a limited post-closing window for exercise.

Insights

Biopharma governance analyst

Rallybio’s CMO exit is notable but procedurally managed around the pending Candid merger.

Rallybio discloses the immediate departure of long-serving Chief Medical Officer Steven Ryder, M.D. while a business combination with Candid Therapeutics, Inc. is pending. Leadership changes in key R&D roles can matter in drug development companies, but here the focus is on contractual handling.

The separation agreement tracks his previously disclosed employment terms, treating the exit as a termination without cause and layering in additional severance upon a change of control under the merger agreement. This suggests the company is aligning compensation with existing commitments rather than introducing new, outsized obligations.

Dr. Ryder’s equity awards remain outstanding and able to vest under the merger agreement, with a defined 90-day post-closing exercise period. This structure provides clarity on his economic alignment around the combination. Overall, the disclosure is more about governance and transition mechanics than a quantified financial event.

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.

Key Figures

Effective departure date: March 31, 2026 Merger agreement date: March 1, 2026 Post-closing exercise window: 90 days

3 metrics

Effective departure date March 31, 2026 Date Dr. Steven Ryder’s role as CMO ended

Merger agreement date March 1, 2026 Date of Agreement and Plan of Merger and Reorganization with Candid

Post-closing exercise window 90 days Period equity awards remain exercisable after closing of the merger

Key Terms

Separation Agreement, change of control, Agreement and Plan of Merger and Reorganization, Initial Severance Amounts, +1 more

5 terms

Separation Agreement financial

"In connection with Dr. Ryder’s separation, Rallybio and Dr. Ryder have entered into a separation agreement"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

change of control financial

"upon a termination by Rallybio without cause following a change of control, less the Initial Severance Amounts"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Agreement and Plan of Merger and Reorganization regulatory

"pursuant to the Agreement and Plan of Merger and Reorganization, dated March 1, 2026, among Rallybio, Candid"

Initial Severance Amounts financial

"upon a termination by Rallybio without cause (the Initial Severance Amounts)"

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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): March 31, 2026

______________________________________________________

RALLYBIO CORPORATION

(Exact name of Registrant as Specified in Its Charter)

______________________________________________________

Delaware			001-40693			85-1083789
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
			234 Church Street, New Haven, Connecticut			06510
			(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: 203 859-3820

(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:

			o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			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

RLYB

NASDAQ Capital 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 x

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2026, Rallybio Corporation (Rallybio) announced that Steven Ryder, M.D., who has served as Rallybio’s Chief Medical Officer since January 2019, will leave Rallybio effective immediately.

In connection with Dr. Ryder’s separation, Rallybio and Dr. Ryder have entered into a separation agreement (the Separation Agreement) pursuant to which, among other things, Dr. Ryder will receive the severance payments and benefits to which he is entitled under his previously disclosed employment agreement with Rallybio (the Employment Agreement) upon a termination by Rallybio without cause (the Initial Severance Amounts). In addition, upon the closing of Rallybio’s pending business combination with Candid Therapeutics, Inc. (Candid) pursuant to the Agreement and Plan of Merger and Reorganization, dated March 1, 2026, among Rallybio, Candid and a wholly-owned subsidiary of Rallybio (the Merger Agreement), Dr. Ryder will receive the severance payments and benefits to which he is entitled under the Employment Agreement upon a termination by Rallybio without cause following a change of control, less the Initial Severance Amounts paid to him. Any restricted stock, stock options and other equity or equity-based awards granted to Dr. Ryder by Rallybio will remain outstanding and eligible to vest in accordance with the terms of the Merger Agreement, remaining exercisable until ninety (90) days following the closing of the Merger.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Separation Agreement, a copy of which Rallybio will file with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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.

									RALLYBIO CORPORATION
Date:			March 31, 2026			By:			/s/ Jonathan I. Lieber
									Jonathan I. Lieber Chief Financial Officer and Treasurer

FAQ

What leadership change did Rallybio Corporation (RLYB) disclose in this 8-K?

Rallybio disclosed that Chief Medical Officer Steven Ryder, M.D., who has served since January 2019, left the company effective immediately on March 31, 2026. His exit is governed by a separation agreement tied to his existing employment contract.

What severance will Steven Ryder receive from Rallybio Corporation (RLYB)?

Dr. Ryder will receive severance payments and benefits owed for a termination by Rallybio without cause under his employment agreement. After the Candid merger closes and a change of control occurs, he will receive additional severance due for such post–change of control terminations, minus initial amounts.

How are Steven Ryder’s equity awards treated after leaving Rallybio (RLYB)?

Rallybio states that Dr. Ryder’s restricted stock, stock options and other equity-based awards will remain outstanding and eligible to vest under the merger agreement’s terms. These awards remain exercisable until 90 days following the closing of the planned Candid merger.

How does Rallybio’s pending merger with Candid Therapeutics affect Steven Ryder’s severance?

The pending business combination with Candid Therapeutics, Inc. triggers change-of-control provisions in Dr. Ryder’s employment agreement. Upon closing, he becomes entitled to severance for a without-cause termination following a change of control, reduced by the initial severance already paid.

Where can investors find the full terms of Steven Ryder’s separation from Rallybio (RLYB)?

Rallybio notes that its brief description of the separation agreement is not complete. The company plans to file the full separation agreement as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, providing full detail.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB