Rani Therapeutics Holdings, Inc. 8-K

What Happened
Rani Therapeutics Holdings, Inc. (RANI) filed an 8-K reporting material governance changes and the termination of its Tax Receivable Agreement (TRA). Effective December 31, 2025, the company and InCube Labs, LLC (on behalf of the TRA parties) executed a TRA Termination Agreement that terminates the TRA dated August 3, 2021, with no tax benefit payments or early termination payments required. On the same date Rani filed an Amended and Restated Certificate of Incorporation (the “Restated Charter”) and adopted Amended and Restated Bylaws and an amended LLC agreement to implement governance changes contemplated by a previously announced Purchase Agreement.

Key Details

• TRA terminated: Tax Receivable Agreement (Aug 3, 2021) terminated by mutual release effective Dec 31, 2025; no payments were required in connection with termination.
• Voting power change: Restated Charter reduces Class B common stock voting from 10 votes per share to 1 vote per share.
• Stockholder rights amended: Restated Charter and Bylaws eliminate stockholder action by written consent, remove the ability to call special meetings and to fill board vacancies, eliminate classified board provisions, and opt into Section 203 of the Delaware General Corporation Law. Certain charter/bylaw changes now require a two‑thirds (2/3) affirmative vote of outstanding voting power to amend.
• Consent and timing: A Majority Holder approved the charter adoption and certain warrant issuances by written consent on Nov 24, 2025; the company mailed a Schedule 14C information statement Dec 10, 2025 and the actions became effective Dec 31, 2025 (20 days after mailing).

Why It Matters
These actions materially change shareholder rights and corporate governance. Reducing Class B voting from 10x to 1x and removing written consents and special meeting rights limit how quickly and easily stockholders can act, which can affect control and shareholder influence. Terminating the TRA removes a previously disclosed tax-related contract and any associated future payment uncertainty; the filing states no termination or tax benefit payments were required. Investors should review the filed Restated Charter and Bylaws (exhibits) for the full legal details of the changes.