[8-K] Septerna, Inc. Reports Material Event

Rhea-AI Filing Summary

Septerna, Inc. furnished an 8-K disclosing a non-employee director compensation matter. The filing incorporates the company’s Non-Employee Director Compensation Policy by reference from the April 29, 2025 proxy statement and states that Dr. Gottesdiener will receive an additional annual cash retainer of $12,000 for serving as Chair of the R&D Committee, paid quarterly in arrears and prorated for partial quarters. The filing also notes a press release dated September 29, 2025 was furnished and the report is signed by CEO Jeffrey Finer, M.D., Ph.D.

Insights

Corporate Governance Expert

TL;DR: Routine compensation disclosure for a committee chair, incorporated from the proxy statement; not likely material for valuation.

The filing documents a board-level compensation adjustment under the company’s existing Non-Employee Director Compensation Policy. The incremental $12,000 annual retainer for the R&D Committee chair is modest relative to typical corporate governance costs and is described as prorated and payable quarterly in arrears. Because the policy is incorporated by reference from the April 29, 2025 proxy, this 8-K serves to notify investors of the application of that policy to Dr. Gottesdiener and to furnish a related press release. The disclosure improves transparency around director pay practices but does not by itself indicate broader governance changes.

Securities Compliance Analyst

TL;DR: Disclosure meets Form 8-K requirements for director compensation items and furnishing of a press release; appears procedural.

The company references its Non-Employee Director Compensation Policy filed previously and specifies the additional cash retainer amount and payment mechanics. The 8-K also furnishes a press release and includes the CEO’s signature with a September 29, 2025 date. From a compliance perspective, the elements disclosed—policy incorporation, amount, payment timing, and press release furnishing—address the relevant disclosure triggers for director compensation matters. No additional financial schedules or material contracts are attached in the provided excerpt.

false 0001984086 0001984086 2025-09-25 2025-09-25

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): September 25, 2025

Septerna, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42382		84-3891440
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
250 East Grand Avenue
South San Francisco, California				94080
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 338-3533

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, par value $0.001 per share		SEPN		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 September 25, 2025 (the “Appointment Date”), the Board of Directors (the “Board”) of Septerna, Inc. (the “Company”) expanded the size of the Board from seven to eight directors and appointed Keith Gottesdiener, M.D. to serve as a member of the Board and as a Class I director, to hold office for a three-year term expiring at the Company’s annual meeting of stockholders to be held in 2028 and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, in each case effective as of the Appointment Date. In addition, effective as of September 26, 2025, Dr. Gottesdiener was appointed to serve as a member of the Compensation Committee of the Board (the “Compensation Committee”) and as a member and Chair of the Research and Development Committee of the Board (the “R&D Committee”).

In connection with Dr. Gottesdiener’s appointment, the Board determined that Dr. Gottesdiener is independent under the applicable listing standards of Nasdaq and the rules and regulations of the Securities and Exchange Commission. There are no arrangements or understandings between Dr. Gottesdiener and any other persons pursuant to which he was selected as a director, and there are no family relationships between Dr. Gottesdiener and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Dr. Gottesdiener has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

As a non-employee director, Dr. Gottesdiener will receive compensation for his Board and Compensation Committee service in accordance with the Company’s non-employee director compensation policy, a description of which is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025 and is incorporated herein by reference, as such policy may be amended from time to time (the “Non-Employee Director Compensation Policy”). In addition, pursuant to the Non-Employee Director Compensation Policy, Dr. Gottesdiener will receive an additional annual cash retainer of $12,000 for his service as Chair of the R&D Committee, to be paid quarterly in arrears (pro-rated based on the number of actual days served during a calendar quarter).

In addition, Dr. Gottesdiener has entered into a standard indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors, which was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 24, 2024.

Item 7.01 Regulation FD Disclosure.

On September 29, 2025, the Company issued a press release titled “Septerna Appoints Veteran Biotechnology Leader Keith Gottesdiener, M.D., to its Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release issued by Septerna, Inc. on September 29, 2025, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

						Septerna, Inc.
Date: September 29, 2025				By:		/s/ Jeffrey Finer, M.D., Ph.D.
						Jeffrey Finer, M.D., Ph.D.
						Chief Executive Officer

FAQ

What change to director compensation does Septerna (SEPN) disclose in this 8-K?

The filing states that Dr. Gottesdiener will receive an additional annual cash retainer of $12,000 for serving as Chair of the R&D Committee.

How and when is the $12,000 retainer paid according to the filing?

The retainer is paid quarterly in arrears and is prorated based on the number of days served during a calendar quarter.

Where is the Non-Employee Director Compensation Policy described?

The policy is described in Septerna’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2025 and is incorporated by reference in the 8-K.

Did Septerna furnish any additional materials with the 8-K?

Yes, the filing notes a press release issued on September 29, 2025 was furnished with the 8-K.

Who signed the 8-K for Septerna?

The 8-K is signed by Jeffrey Finer, M.D., Ph.D., Chief Executive Officer and dated September 29, 2025.