Tempest Therapeutics loses three board members

Tempest Therapeutics, Inc. reported that three board members — Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari — resigned from the Board of Directors effective May 22, 2026.

Rhea-AI Filing Summary

Tempest Therapeutics, Inc. reported that three board members — Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari — resigned from the Board of Directors effective May 22, 2026. The company stated it has not been informed that these resignations resulted from any disagreement over operations, policies or practices. As part of the transition, each director signed a Separation Agreement waiving all accrued and unpaid retainer fees under the non-employee director compensation program. Their existing stock option awards, share ownership and indemnification agreements remain in place, with indemnification rights under the Certificate of Incorporation and Bylaws continuing for six years from separation.

Insights

Corporate governance analyst

Tempest reports three board resignations with waived retainers but preserved equity and indemnification rights.

Tempest Therapeutics disclosed that three non-employee directors resigned on May 22, 2026, and that the company has not been informed of any disagreement driving these departures. All three entered Separation Agreements that shape their compensation and post-service protections.

Each resigning director waived accrued and unpaid retainer fees under the non-employee director compensation program, which reduces immediate cash obligations to them. However, the filing states that their existing stock option awards and share ownership remain unchanged, so their equity exposure to the company continues after leaving the board.

Their indemnification agreements also remain effective, with underlying rights in the Certificate of Incorporation and Bylaws continuing for six years from separation. This is a common governance feature designed to cover potential future claims related to past board service. Subsequent company filings may provide more detail on any changes to board composition and committee structure.

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.

FAQ

What board changes did Tempest Therapeutics (TPST) disclose in this 8-K?

Tempest Therapeutics reported that Stephen Brady, Michael Raab and Christine Pellizzari resigned from its Board of Directors effective May 22, 2026. The company stated it has not been informed that these resignations resulted from any disagreement over operations, policies or practices.

Did Tempest Therapeutics indicate any disagreement behind the TPST director resignations?

The company stated it has not been informed that the resignations of Stephen Brady, Michael Raab and Christine Pellizzari were due to any disagreement about Tempest Therapeutics’ operations, policies or practices, referencing the standard disclosure language used for board changes.

What do the Separation Agreements for Tempest Therapeutics (TPST) directors provide?

Each resigning director entered a Separation Agreement waiving all accrued and unpaid retainer fees under Tempest Therapeutics’ non-employee director compensation program. The agreements do not alter their outstanding stock option awards, existing share ownership, or the continuing effectiveness of their indemnification arrangements.

How are Tempest Therapeutics (TPST) director stock options affected by the resignations?

The filing states that the Separation Agreements do not affect the resigning directors’ rights under their outstanding stock option awards or their ownership of Tempest Therapeutics capital stock. Their equity positions therefore remain intact despite their departure from the Board.

What indemnification protection do former TPST directors retain after resigning?

Tempest Therapeutics confirmed that each resigning director’s indemnification agreement remains in full force, with related rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation. This preserves protection for claims tied to their prior board service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/22/2026 - 05:05 PM Learn about SEC filing dates

false 0001544227 0001544227 2026-05-22 2026-05-22 0001544227 us-gaap:CommonStockMember 2026-05-22 2026-05-22 0001544227 us-gaap:SeriesAPreferredStockMember 2026-05-22 2026-05-22

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): May 22, 2026

Tempest Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-35890		45-1472564
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
2000 Sierra Point Parkway, Suite 400
Brisbane, California				94005
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 798-8589

(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		TPST		The Nasdaq Stock Market LLC
Series A Junior Participating Preferred Purchase Rights		N/A		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 May 22, 2026, each of Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari notified Tempest Therapeutics, Inc. (the “Company”) of his or her resignation from the Board of Directors of the Company (the “Board”), effective as of such date. The Company has not been informed that these resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices described in Item 5.02(a)(1) of Form 8-K.

In connection with the transition, the Company and each of these individuals entered into a Separation Agreement (collectively, the “Separation Agreements”). Each Separation Agreement provides for the waiver by each of the directors of all accrued and unpaid retainer fees in accordance with the Company’s non-employee director compensation program, as described in the Company’s Annual Report on Form 10-K/A, filed with the SEC on March 30, 2026. The Separation Agreements shall not affect the rights of each of these individuals under their outstanding stock option awards or ownership of shares of capital stock of the Company. In addition, each of their indemnification agreements shall remain in full force and effect, with the underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation.

The foregoing description of the non-employee director compensation program and Separation Agreements do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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 hereunto duly authorized.

						TEMPEST THERAPEUTICS, INC.
Date: May 22, 2026				By:		/s/ Matthew Angel
				Name:		Matthew Angel
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB