X4 Pharmaceuticals (XFOR) corrects director nominee and expands equity plan

Rhea-AI Filing Summary

X4 Pharmaceuticals, Inc. filed an amended current report to correct a typographical error in a prior disclosure about its Class III director nominees, confirming that Murray W. Stewart, M.D. was elected rather than Michael S. Wyzga. The filing also reports final voting results from the May 11, 2026 annual stockholder meeting.

Stockholders approved increasing the shares available under the Second Amended and Restated 2017 Equity Incentive Plan by 1,500,000 shares and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. They also approved, on a non-binding basis, the compensation of the company’s named executive officers.

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: 90,919,696 shares Equity plan share increase: 1,500,000 shares Auditor ratification votes for: 82,734,674 votes +3 more

6 metrics

Shares outstanding entitled to vote 90,919,696 shares Common stock outstanding as of March 13, 2026 record date

Equity plan share increase 1,500,000 shares Added to Second Amended and Restated 2017 Equity Incentive Plan

Auditor ratification votes for 82,734,674 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Equity plan approval votes for 58,679,552 votes Approval of Second Amended and Restated 2017 Equity Incentive Plan

Say-on-pay votes for 70,932,142 votes Advisory approval of named executive officer compensation

Director Bridger votes for 72,863,269 votes Election of Gary J. Bridger, Ph.D. as Class III director

Key Terms

Second Amended and Restated 2017 Equity Incentive Plan, broker non-votes, non-binding, advisory basis, independent registered public accounting firm

4 terms

Second Amended and Restated 2017 Equity Incentive Plan financial

"stockholders approved the Company’s Second Amended and Restated 2017 Equity Incentive Plan"

broker non-votes financial

"The votes cast were as follows ... Broker non-votes"

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.

non-binding, advisory basis financial

"Approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"ratification of the selection of PricewaterhouseCoopers 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.

Understanding 8-K Material Events →

0001501697TRUE00015016972026-05-112026-05-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 11, 2026

X4 PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38295

27-3181608

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

61 North Beacon Street,			4th Floor
Boston,			Massachusetts						02134
(Address of principal executive offices)									(Zip Code)

(857) 529-8300

(Registrant’s telephone number, including area code)

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

XFOR

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.  ☐

EXPLANATORY NOTE

On May 12, 2026, X4 Pharmaceuticals, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, the election of the three Class III director nominees to serve until the Company’s 2029 Annual Meeting of Stockholders. The Original 8-K inadvertently listed Michael S. Wyzga as a Class III director nominee in place of Murray W. Stewart, M.D.

Accordingly, the Company is filing this Current Report on Form 8-K/A (this “Amended 8-K”) to amend the Original 8-K solely to correct this typographical error. This Amended 8-K does not otherwise modify or update the disclosures set forth in the Original 8-K.

___________________________________________________________________________________________________

On May 11, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”) at 12:00 p.m. Eastern Time for which a quorum was present. As of the close of business on March 13, 2026, the record date for the Annual Meeting, there were 90,919,696 shares of common stock, par value $0.001 per share, outstanding and entitled to vote.

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

At the Annual Meeting, the Company’s stockholders approved the Company’s Second Amended and Restated 2017 Equity Incentive Plan (as so amended, the “Plan”) to increase the number of shares available for issuance under the Plan by 1,500,000 shares.

For additional information regarding the Plan, please refer to the heading “Material Features of the A&R 2017 Plan” contained in Proposal 3 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 20, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.

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

The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Proxy Statement.

Proposal 1.			Election of the three Class III director nominees to serve until the 2029 Annual Meeting of Stockholders
			The Company’s stockholders elected the persons listed below as director, to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation of removal. The votes cast were as follows:

Nominees						For						Withheld						Broker non-votes
Gary J. Bridger, Ph.D.						72,863,269						3,510,134						6,474,104
Françoise De Craecker						73,419,383						2,954,020						6,474,104
Murray W. Stewart, M.D.						71,679,834						4,693,569						6,474,104

Proposal 2.			Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026
			The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
82,734,674						43,841						68,992						—

Proposal 3.			Approval of the Second Amended and Restated 2017 Equity Incentive Plan
			The Company’s stockholders approved the Second Amended and Restated 20217 Equity Incentive Plan. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
58,679,552						9,711						17,684,140						6,474,104

Proposal 4.			Approval, on a non-binding, advisory basis of the compensation of the Company’s named executive officers
			The Company’s stockholders approved, by a non-binding “say-on-pay” vote, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting. The votes cast were as follows:

FOR						ABSTAIN						AGAINST						BROKER NON-VOTES
70,932,142						20,692						5,420,569						6,474,104

Item 9.01						Financial Statements and Exhibits.
Exhibit No.						Description
10.1						Second Amended and Restated 2017 Equity Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

X4 PHARMACEUTICALS, INC.

Date: May 13, 2026

By:

/s/ David Kirske

Name:

David Kirske

Title:

Chief Financial Officer and Treasurer

FAQ

What does X4 Pharmaceuticals (XFOR) change in this amended 8-K?

The amended filing corrects a typographical error in naming a Class III director nominee, confirming Murray W. Stewart, M.D. instead of Michael S. Wyzga. It does not otherwise change or update the original current report’s disclosures or outcomes.

How many X4 Pharmaceuticals (XFOR) shares were eligible to vote at the 2026 annual meeting?

At the record date of March 13, 2026, 90,919,696 shares of X4 Pharmaceuticals common stock were outstanding and entitled to vote. These shares formed the basis for quorum and voting calculations at the May 11, 2026 annual meeting.

Did X4 Pharmaceuticals (XFOR) stockholders approve the 2017 Equity Incentive Plan amendment?

Yes. Stockholders approved the Second Amended and Restated 2017 Equity Incentive Plan, increasing shares available for issuance by 1,500,000. The proposal received 58,679,552 votes for, 17,684,140 against, 9,711 abstentions, and 6,474,104 broker non-votes at the meeting.

Which directors were elected at X4 Pharmaceuticals’ 2026 annual meeting?

Stockholders elected Gary J. Bridger, Ph.D., Françoise De Craecker, and Murray W. Stewart, M.D. as Class III directors to serve until the 2029 annual meeting. Each nominee received over 71 million votes in favor, with broker non-votes reported separately.

Did X4 Pharmaceuticals (XFOR) stockholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 82,734,674 votes for, 68,992 against, and 43,841 abstentions, and no broker non-votes reported on this proposal.

How did X4 Pharmaceuticals (XFOR) stockholders vote on executive compensation?

In an advisory say-on-pay vote, stockholders approved compensation for the named executive officers, with 70,932,142 votes for, 5,420,569 against, 20,692 abstentions, and 6,474,104 broker non-votes. This vote is non-binding but reflects support for the disclosed pay packages.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 110.6 KB

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