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

Rhea-AI Filing Summary

Form 8-K – Item 5.07: 2025 Annual Meeting Voting Results

Rein Therapeutics, Inc. (Nasdaq: RNTX) filed an 8-K covering the July 23 2025 reconvened Annual Meeting. Two routine governance items were approved:

• Director election: William C. Fairey was elected Class II director through the 2028 AGM with 7,661,847 votes for and 1,621,599 withheld; no broker non-votes.
• Say-on-pay: Shareholders backed the company’s executive compensation on a non-binding basis with 8,325,803 votes for (≈94%), 146,938 against, and 810,705 abstentions; no broker non-votes.

No additional proposals, financial results, guidance, or strategic actions were disclosed. The filing is informational and does not indicate changes to operations, capital structure, or outlook.

Insights

Corporate Governance Analyst

TL;DR – Routine vote results; no material impact.

The director was re-elected and executive pay received strong (~94%) support, signaling shareholder confidence in current leadership. Both outcomes are customary and expected for a company of Rein’s size. Because there are no new strategic directives, financial metrics, or capital actions, the filing is largely procedural. Investors should view the impact as neutral; governance stability continues, but nothing herein alters valuation or risk profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2025

Rein Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-38130		13-4196017
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12407 N. Mopac Expy., Suite 250 #390
Austin, Texas		78758
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (737) 802-1989

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))

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		RNTX		The 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 ☐

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 July 23, 2025, Rein Therapeutics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders, which was previously adjourned on June 24, 2025, to consider and vote upon the matters listed below. The following is a summary of the matters voted on at that meeting.

1. The stockholders of the Company elected William C. Fairey as a Class II director for a three-year term expiring at the 2028 Annual Meeting of Stockholders. The results of the stockholders’ vote with respect to such matter were as follows:

Name		For		Withheld		Broker Non-Votes
William C. Fairey		7,661,847		1,621,599		0

2. The stockholders of the Company approved, on a non-binding advisory basis, the Company’s named executive officer compensation. The results of the stockholders’ vote with respect to such matter were as follows:

For		Against		Abstain		Broker Non-Votes
8,325,803		146,938		810,705		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				REIN THERAPEUTICS, INC.
Date: July 23, 2025				By:		/s/ Brian Windsor
						Brian Windsor, Ph.D.
						President and Chief Executive Officer

FAQ

What did Rein Therapeutics (RNTX) disclose in its July 23 2025 Form 8-K?

The company reported voting results from its 2025 Annual Meeting, covering a director election and advisory say-on-pay approval.

Was the director nominee elected at the Rein Therapeutics 2025 AGM?

Yes. William C. Fairey was elected as a Class II director, receiving 7,661,847 votes for and 1,621,599 withheld.

How much support did the say-on-pay proposal receive from RNTX shareholders?

Approximately 94% of votes cast (8,325,803) favored the company’s executive compensation program.

Were there any broker non-votes reported for the RNTX meeting items?

No. Both proposals recorded zero broker non-votes.

Does the filing contain any financial results or guidance updates for Rein Therapeutics?

No. The 8-K is limited to voting outcomes and provides no financial or operational updates.

Is this 8-K expected to affect Rein Therapeutics' stock price?

Likely not. The disclosed matters are routine governance items with no direct financial impact.