Forte Biosciences, Inc. 8-K

What Happened

• Forte Biosciences, Inc. filed an 8-K on June 2, 2026 announcing that its stockholders approved a further amendment and restatement of the company’s 2021 Equity Incentive Plan (the A&R 2021 Equity Incentive Plan). The board had previously approved amendments tied to the January 24, 2025 special meeting and described the plan in the company’s definitive proxy (Schedule 14A) filed April 29, 2026.
• The A&R 2021 Equity Incentive Plan is intended to allow grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants.

Key Details

• Total shares reserved under the A&R 2021 Equity Incentive Plan: 5,190,000 shares.
  • This equals 3,340,000 shares approved at the January 24, 2025 special meeting plus 1,850,000 newly requested shares.
• Additional potential share pool: up to 44,093 shares may be added from awards under certain preexisting Tocagen and Forte plans that terminate, are forfeited, repurchased, or otherwise become available after May 28, 2021.
• The text of the A&R 2021 Equity Incentive Plan is filed as Exhibit 10.1 to the 8-K.

Why It Matters

• The approval expands the company’s ability to grant stock-based compensation, which management uses to attract, retain and incentivize employees and directors. That can be important for recruiting and aligning employee performance with shareholder interests.
• Issuing awards from this plan can increase the company’s outstanding share count and dilute existing shareholders. Investors should monitor future equity grants and changes in fully diluted share count when assessing potential dilution and per‑share metrics.