Kyverna Therapeutics, Inc. 8-K

What Happened

• Kyverna Therapeutics, Inc. (KYTX) filed an 8‑K on Jan 12, 2026 reporting a corporate update and preliminary financial information for the year ended December 31, 2025, via a press release (Exhibit 99.1).
• The Board appointed director Christi Shaw as Executive Chairperson, effective January 12, 2026 (Board action on Jan 8, 2026). Ms. Shaw entered an at‑will employment Offer Letter dated January 9, 2026.

Key Details

• Appointment effective date: January 12, 2026; former Chair Ian Clark remains on the Board.
• Cash compensation: initial annualized salary of $400,000.
• Equity awards (granted under the 2024 Equity Incentive Plan): option to purchase 185,000 shares (4‑year vesting: 25% at 1 year, then monthly thereafter); 30,000 RSUs (4‑year vesting: 25% at 1 year, then annually); PRSUs equal to $200,000 divided by per‑share Fair Market Value, vesting on achievement of stock‑price targets.
• Change‑in‑control: full acceleration of unvested equity (performance targets deemed satisfied at target). Vesting after termination continues only if she remains Board Chair or Vice Chair. While employed, she won’t receive non‑employee director equity compensation; cash retainers only until Option/RSUs fully vest or cease vesting.
• The press release provided preliminary year‑end 2025 financial information (see Exhibit 99.1 for details).

Why It Matters

• Leadership: naming an Executive Chairperson is a material governance change that may influence strategic priorities and investor communications.
• Incentives: the mix of salary and substantial equity (options, RSUs, PRSUs) ties Ms. Shaw’s compensation to long‑term stock performance and specific price targets, including acceleration on a change in control.
• Financial update: the company furnished preliminary 2025 financial information—investors should review the press release (Exhibit 99.1) and await the company’s full audited results (e.g., Form 10‑K) for complete earnings/revenue context.