Zura Bio (ZURA) sets change-in-control severance terms for top execs

Rhea-AI Filing Summary

Zura Bio Limited reported that its Board adopted an Executive Severance Benefit Plan covering certain employees, including current named executive officers. Under the plan, if an eligible executive is terminated without cause or resigns for good reason after at least 91 days of employment, the Chief Executive Officer may receive a lump sum equal to 12 months of base salary, while other named executive officers and certain executives may receive nine months of base salary.

If a qualifying termination occurs within 12 months after a change in control, the benefits increase. In that case, the Chief Executive Officer may receive 18 months of base salary, 150% of target annual bonus, a prorated bonus for the year of termination based on actual performance, and up to 18 months of COBRA or comparable health coverage reimbursement. Other named executive officers and certain executives may receive 12 months of base salary, 100% of target annual bonus, a prorated actual-performance bonus, and up to 12 months of COBRA or comparable coverage reimbursement.

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Warrants [Member]

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

September 24, 2025

Date of Report (Date of earliest event reported)

Zura Bio Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40598		98-1725736
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

 (Address of principal executive offices, including zip code)

(702) 825-9872

 (Registrant’s telephone number, including area code)

(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 communication 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
Class A Ordinary Shares, par value $0.0001 per share		ZURA		The Nasdaq Stock 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; Compensatory Arrangements of Certain Officers.

On September 24, 2025, the Board of Directors of (the “Board”) of Zura Bio Limited (the “Company”) adopted an Executive Severance Benefit Plan (the “Severance Plan”) pursuant to which certain employees, including the Company’s current named executive officers, are eligible to participate. Pursuant to the Severance Plan, if an Eligible Employee’s (as defined in the Severance Plan) employment terminates (a) without Cause (as defined in the Severance Plan) and other than as a result of death or Disability (as defined in the Severance Plan) or (b) due to resignation for Good Reason (as defined in the Severance Plan), in either case, at least 91 days following the commencement of such Eligible Employee’s employment with the Company, then, subject to execution of a separation agreement containing a customary general waiver and release of all claims in favor of the Company and its Affiliates (as defined in the Severance Plan) and certain other conditions set forth in the Severance Plan, such Eligible Employee is entitled to a lump sum payment equal to (x) 12 months of such Eligible Employee’s base salary, in the case of the Company’s Chief Executive Officer (the “Chief Executive Officer”), or (y) nine months of such Eligible Employee’s base salary, in the case of the Company’s other named executive officers and certain other executives. If an Eligible Employee’s employment terminates within the time period beginning on the date of the closing of a Change in Control (as defined in the Severance Plan) and ending 12 months following the closing of the Change in Control (a) without Cause and other than as a result of death or Disability or (b) due to resignation for Good Reason, in either case, at least 91 days following the commencement of such Eligible Employee’s employment with the Company, then, subject to execution of a separation agreement containing a customary general waiver and release of all claims in favor of the Company and its Affiliates and certain other conditions set forth in the Severance Plan, such Eligible Employee is entitled to (i) a lump sum payment equal to (x) 18 months of such Eligible Employee’s base salary, in the case of the Chief Executive Officer, or (y) 12 months of such Eligible Employee’s base salary, in the case of the Company’s other named executive officers and certain other executives; (ii) a lump sum payment equal to (x) 150% of such Eligible Employee’s then-current target annual bonus (if any) in the case of the Chief Executive Officer, or (y) 100% of such Eligible Employee’s then-current target annual bonus (if any) in the case of the Company’s other named executive officers and certain other executives; (iii) payment of such Eligible Employee’s annual bonus for the year in which the termination occurs, based on (and to the extent of) actual performance, as determined by the Board, prorated based on the number of days such Eligible Employee was employed during such year; and, if applicable, (iv) reimbursement of the full amount of COBRA premiums, or coverage under any self-funded plan, for (x) up to 18 months in the case of the Chief Executive Officer, or (y) up to 12 months in the case of the Company’s other named executive officers and certain other executives.

The foregoing description of the Severance Plan is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Zura Bio Limited Executive Severance Benefit Plan
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.

	ZURA BIO LIMITED
Date: September 30, 2025	By:	/s/ Kim Davis
		Kim Davis
		Chief Operating Officer, Chief Legal Officer and Corporate Secretary

FAQ

What executive severance plan did ZURA adopt in this 8-K?

Zura Bio Limited adopted an Executive Severance Benefit Plan that provides severance benefits to certain employees, including current named executive officers, upon specified terminations of employment.

How much severance can ZURA's CEO receive under the new plan?

If terminated without cause or resigning for good reason after 91 days of employment, the Chief Executive Officer may receive a lump sum equal to 12 months of base salary. If this occurs within 12 months after a change in control, the CEO may receive 18 months of base salary, 150% of target annual bonus, a prorated actual-performance bonus, and up to 18 months of COBRA or comparable coverage reimbursement.

What severance benefits apply to ZURA's other named executive officers?

For other named executive officers and certain executives, a qualifying termination after 91 days of employment generally provides a lump sum equal to nine months of base salary. If the termination occurs within 12 months after a change in control, they may receive 12 months of base salary, 100% of target annual bonus, a prorated actual-performance bonus, and up to 12 months of COBRA or comparable coverage reimbursement.

What conditions must be met for ZURA executives to receive severance benefits?

Executives must experience a qualifying termination (without cause, not due to death or disability, or resignation for good reason) at least 91 days after starting employment and must sign a separation agreement that includes a general waiver and release of claims and other conditions set out in the Severance Plan.

How does a change in control affect severance benefits at ZURA?

If a qualifying termination occurs from the closing of a change in control through the following 12 months, both the CEO and other covered executives become eligible for enhanced severance, including increased salary multiples, target bonus payouts, prorated actual-performance bonuses, and extended COBRA or similar coverage reimbursement.

Where can investors find the full text of ZURA's Executive Severance Benefit Plan?

The full text of the Executive Severance Benefit Plan is filed as Exhibit 10.1 and is incorporated by reference, providing detailed terms and definitions such as cause, good reason, change in control, and eligibility.

Who signed the ZURA 8-K that describes the executive severance plan?

The report was signed on behalf of Zura Bio Limited by Kim Davis, who serves as Chief Operating Officer, Chief Legal Officer and Corporate Secretary.