Tectonic Therapeutic, Inc. 8-K

What Happened Tectonic Therapeutic, Inc. (TECX) announced on February 23, 2026 that its board increased from six to seven directors and appointed François Nader as a director and Chair of the Board, effective April 1, 2026. Nader will serve as a Class III independent director with a term expiring at the company’s 2027 annual meeting. Current Chair Terrance McGuire notified the board he will resign as Chair effective April 1, 2026 and will leave the board at the company’s 2026 annual meeting.

The company also issued a press release on February 23, 2026 and posted a corporate presentation on February 24, 2026 announcing the appointment and related information.

Key Details

• Board change: size increased from 6 to 7 directors; François Nader appointed and designated Chair effective April 1, 2026.
• McGuire timeline: resigns as Chair on April 1, 2026; will remain on the board and two committees until the 2026 annual stockholder meeting, when he will resign from the board.
• Director status and term: Nader is deemed an independent director under Nasdaq Rule 5605(a)(2); his term ends at the 2027 annual meeting.
• Compensation: Nader is eligible under the non-employee director policy to receive $40,000/year cash retainer, an additional $30,000/year as Chair, and a one-time option award to purchase 20,400 shares (vesting: 1/3 at 1 year, remainder monthly through year 3). Annual option grants and change-in-control vesting acceleration also apply.
• Other: The company entered its standard indemnification agreement with Nader; no related-party transactions were reported.

Why It Matters Board leadership and composition are governance matters investors watch because they can influence strategy and oversight. Appointing an independent, experienced Chair may affect investor confidence in corporate governance. The filing also discloses the timing and financial terms of Nader’s director compensation, which is relevant to shareholders assessing board costs and alignment. The press release and corporate presentation provide additional context the company chose to make publicly available.