Entrada Therapeutics (TRDA) shareholders approve plan changes and re-elect directors

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Entrada Therapeutics reported the results of its 2026 annual stockholder meeting, held virtually on June 10, 2026. Stockholders approved amendments to the company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan to change the evergreen formulas so that outstanding pre-funded warrants are counted in determining annual share pool increases.

Two Class II directors, Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D., were re-elected to the board. Stockholders also ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. The meeting achieved a quorum, with 33,190,234 of 38,820,616 common shares entitled to vote represented in person or by proxy.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding entitled to vote: 38,820,616 shares Shares represented at meeting: 33,190,234 shares Votes for 2021 Plan Amendment: 14,686,713 votes +5 more

8 metrics

Shares outstanding entitled to vote 38,820,616 shares Common stock outstanding as of April 13, 2026 record date

Shares represented at meeting 33,190,234 shares Common stock present or by proxy at 2026 annual meeting

Votes for 2021 Plan Amendment 14,686,713 votes Proposal No. 3 stock option and incentive plan amendment

Votes against 2021 Plan Amendment 9,566,186 votes Proposal No. 3 opposition tally

Votes for 2021 ESPP Amendment 16,780,217 votes Proposal No. 4 employee stock purchase plan amendment

Auditor ratification votes for 33,132,550 votes Ratification of Ernst & Young LLP for 2026

Director vote for Peter S. Kim 22,181,490 votes Election as Class II director, Proposal No. 1

Director vote for Bernhardt Zeiher 22,315,323 votes Election as Class II director, Proposal No. 1

Key Terms

evergreen provision, pre-funded warrants, broker non-votes, emerging growth company, +1 more

5 terms

evergreen provision financial

"to amend the evergreen provision to provide that the Company’s outstanding pre-funded warrants shall be added"

An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.

pre-funded warrants financial

"the Company’s outstanding pre-funded warrants shall be added to the total number of shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

broker non-votes financial

"BROKER NON-VOTES | --------------------------------------------------------------- | 14,686,713"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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.

independent registered public accounting firm financial

"to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/10/2026 - 04:06 PM

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): June 10, 2026

ENTRADA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40969	81-3983399
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Design Center Place

Suite 17-500

Boston, MA

02210

(Address of principal
executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (857) 520-9158

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, $0.0001 par value per share		TRDA		The Nasdaq Global 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. ¨

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

On June 10, 2026, Entrada Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. As further described under Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved (i) Amendment No. 1 to the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan Amendment”) and (ii) Amendment No. 1 to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP Amendment”), in each case to amend the evergreen provision to provide that the Company’s outstanding pre-funded warrants shall be added to the total number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), that are issued and outstanding as of each December 31 to which the evergreen formula will be applied for purposes of calculating the annual increase. Summaries of the 2021 Plan Amendment and 2021 ESPP Amendment were contained in the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 24, 2026 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended, and are incorporated herein by reference.

The foregoing descriptions of the 2021 Plan Amendment and 2021 ESPP Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the 2021 Plan Amendment and 2021 ESPP Amendment, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 10, 2026. Proxies were solicited pursuant to the Proxy Statement. As of the close of business on April 13, 2026, the record date for the Annual Meeting, the number of shares of Common Stock outstanding and entitled to vote at the Annual Meeting was 38,820,616. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 33,190,234, thus establishing a quorum for the transaction of business at the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class II director nominees to the Company’s Board of Directors (the “Board”), each to serve until the Company’s 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified, or until his earlier death, resignation or removal (“Proposal No. 1”), (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”), (iii) to approve the 2021 Plan Amendment (“Proposal No. 3”) and (iv) to approve the 2021 ESPP Amendment (“Proposal No. 4”).

The voting results reported below are final.

Proposal No. 1

Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D. were duly elected to the Board as Class II directors. The results of the stockholders’ vote with respect to the election were as follows:

CLASS II DIRECTOR NOMINEES	FOR		WITHHELD		BROKER NON-VOTES
Peter S. Kim, Ph.D.		22,181,490		2,077,971		8,930,773
Bernhardt Zeiher, M.D.		22,315,323		1,944,138		8,930,773

Proposal No. 2

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the stockholders’ vote with respect to such ratification were as follows:

FOR				AGAINST				ABSTAIN
	33,132,550				49,650				8,034

Proposal No. 3

The 2021 Plan Amendment was approved. The results of the stockholders’ vote with respect to such approval were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

14,686,713

9,566,186

6,562

8,930,773

Proposal No. 4

The 2021 ESPP Amendment was approved. The results of the stockholders’ vote with respect to such approval were as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

16,780,217

7,475,514

3,730

8,930,773

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1#		Amendment No. 1 to Entrada Therapeutics, Inc. 2021 Stock Option and Incentive Plan
10.2#		Amendment No. 1 to Entrada Therapeutics, Inc. 2021 Employee Stock Purchase Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Indicates a management contract or any compensatory plan, contract or arrangement.

SIGNATURE

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.

	Entrada Therapeutics, Inc.

Date: June 10, 2026	/s/ Dipal Doshi
	Dipal Doshi
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Entrada Therapeutics (TRDA) announce in this Form 8-K?

Entrada Therapeutics reported the voting results from its 2026 annual stockholder meeting. Stockholders approved amendments to the 2021 equity and employee stock purchase plans, re-elected two Class II directors, and ratified Ernst & Young LLP as independent auditor for 2026.

How many Entrada Therapeutics (TRDA) shares were eligible to vote at the 2026 annual meeting?

A total of 38,820,616 shares of common stock were outstanding and entitled to vote as of the April 13, 2026 record date. Each share carried one vote on proposals presented at the 2026 annual stockholder meeting.

Did Entrada Therapeutics (TRDA) stockholders approve the 2021 Plan Amendment?

Yes. The 2021 Stock Option and Incentive Plan Amendment was approved with 14,686,713 votes for, 9,566,186 against, 6,562 abstentions, and 8,930,773 broker non-votes. The amendment updates how the evergreen provision is calculated using pre-funded warrants.

Was the 2021 ESPP Amendment approved by Entrada Therapeutics (TRDA) stockholders?

Yes. The 2021 Employee Stock Purchase Plan Amendment passed with 16,780,217 votes for, 7,475,514 against, 3,730 abstentions, and 8,930,773 broker non-votes. It aligns the employee stock purchase plan’s evergreen calculation with the treatment of outstanding pre-funded warrants.

Who was elected to the Entrada Therapeutics (TRDA) board at the 2026 meeting?

Stockholders elected Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D. as Class II directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified, or earlier death, resignation, or removal.

Did Entrada Therapeutics (TRDA) stockholders ratify the company’s 2026 auditor?

Yes. The appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 received 33,132,550 votes for, 49,650 against, and 8,034 abstentions, indicating strong stockholder support.

Filing Exhibits & Attachments

5 documents