Kyverna Therapeutics, Inc. 8-K

What Happened Kyverna Therapeutics announced that its Board appointed Gregory Martini as Chief Financial Officer, effective May 18, 2026. Mr. Martini (age 38) most recently served as CFO of Ironwood Pharmaceuticals (Jan 2025–May 2026) and has prior finance and corporate development experience at Ironwood, Thermo Fisher Scientific, Ernst & Young and Raytheon. The company said there were no disagreements with outgoing CFO Marc Grasso regarding operations or financial reporting; Dr. Grasso will serve as a strategic advisor through August 1, 2026 to ensure a smooth transition.

Key Details

• Appointment and documents: Board appointed Mr. Martini May 14, 2026; Offer Letter dated May 8, 2026; effective May 18, 2026. Press release filed as Exhibit 99.1.
• Cash pay and bonus: initial base salary $525,000; target annual bonus 40% of base (pro‑rated for 2026). Employment is at‑will.
• Sign-on and equity: $300,000 sign‑on bonus (split $150,000 near start, $150,000 on 1st anniversary subject to continued employment or paid if terminated without Cause beforehand); grant of option to purchase 325,000 shares vesting over 4 years (25% at 1 year, then monthly).
• Severance and other protections: if terminated without Cause or resigns for Good Reason, 12 months base salary plus up to 12 months COBRA reimbursement; enhanced 15‑month severance and accelerated vesting if separation occurs within 12 months after a Change in Control. Standard confidentiality, invention assignment, non‑compete/non‑solicit and indemnification agreements apply.
• Outgoing CFO arrangement: Dr. Marc Grasso will continue salary, benefits and equity vesting during advisory period (May 18–Aug 1, 2026) and receive up to 12 months’ base salary and COBRA reimbursement in exchange for a release of claims; potential vesting acceleration on a Change in Control within 3 months after the advisor period.

Why It Matters A CFO change is material because the CFO oversees financial reporting, planning and investor communications. Mr. Martini brings recent pharmaceutical finance leadership experience, which may influence Kyverna’s financial strategy and reporting. For investors, note the concrete compensation commitments: a $300k sign‑on, a large 325,000‑share option grant (potential dilution/expense over time), and severance/benefit obligations that could create short‑term cash or post‑termination costs. The filing also confirms the transition is orderly and not due to disagreements over financial reporting.