Climb Bio, Inc. 8-K

What Happened
Climb Bio, Inc. (CLYM) filed an 8-K reporting that director Andrew Levin resigned from the board effective June 29, 2026, and that the board immediately elected Breanna O’Reilly, Ph.D., as a new non-employee director effective the same date. Dr. O’Reilly’s term runs until the Company’s 2027 annual meeting and she will be compensated under the company’s non-employee director policy.

Key Details

• Resignation effective: Andrew Levin resigned effective June 29, 2026.
• New director elected: Breanna O’Reilly, Ph.D., effective June 29, 2026; term expires at the 2027 annual meeting.
• Equity grant: On June 29, 2026, Dr. O’Reilly received an option to purchase 70,284 shares at an exercise price of $13.36 per share (closing price on the grant date); the option vests in equal monthly installments over three years, subject to continued service.
• Cash retainer and policy: Dr. O’Reilly will receive an annual cash retainer of $40,000 and future annual equity grants per the Company’s non-employee director compensation policy.
• Other governance notes: No arrangements or understandings led to her election, no family relationships with company officers/directors, and no related‑party transactions requiring disclosure. She has an existing indemnification agreement with the Company (form previously filed).

Why It Matters
Board membership changes affect corporate governance and can influence strategic oversight. For investors, the concrete items to note are the immediate replacement of a director, the new director’s compensation (a stock option for 70,284 shares and $40,000 cash retainer), and that the option’s exercise price equals the closing market price on the grant date (i.e., no intrinsic value at grant). These items may have modest future dilution and compensation expense implications but do not indicate other related-party issues or special arrangements based on the filing.