UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

______________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 208, ~~2025~~2026

_________________________________________________

QUANTERIX CORPORATION

(Exact name of registrant as specified in its charter)

_________________________________________________


Delaware	001-38319	20-8957988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


900 Middlesex Turnpike
Billerica, MA			01821
(Address of principal executive offices)			(Zip Code)

(617) 301-9400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading symbol(s):

Name of each exchange on which

registered:

Common Stock, $0.001 par value per share

QTRX

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On January 8, 2026, Quanterix Corporation (“Quanterix”) issued a press release announcing certain executive transitions as described in Item 7.01 below (the “Release”). The Release also discusses Quanterix’s expectations regarding certain financial results for the fiscal year ended December 31, 2025. A copy of the Release is furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Form 8-K (including the portion of Exhibit 99.1 that discusses Quanterix’s expectations regarding certain financial results for the fiscal year ended December 31, 2025) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(b)~~ On ~~November~~January 208, ~~2025~~2026, ~~Paul~~Masoud ~~Meister and David Walt~~Toloue, Ph.D., ~~notified~~President and Chief Executive Officer of Quanterix Corporation (“Quanterix” or the “Company”), ofentered ~~their~~into ~~retirement~~a ~~from~~separation agreement and release with the ~~Board~~Company of(the ~~Directors~~“Separation Agreement”), pursuant to which his employment as President and Chief Executive Officer of the Company has ended and he has resigned as a member of the Board of Directors (the “Board”), ~~and~~both ~~each~~effective ~~committee~~as of January 19, 2026. In connection with his termination of employment, Dr. Toloue will receive severance benefits consistent with the ~~Board~~termination-without-cause onprovisions ~~which~~of ~~they~~his ~~served~~employment agreement with the Company previously filed with the Securities and Exchange Commission. In addition, ~~effective~~the ~~immediately~~Separation Agreement provides that (i) any outstanding but unvested portions of Dr. ~~Their~~Toloue’s ~~decision~~equity awards that would have vested on or prior to ~~resign~~April ~~was~~30, ~~not~~2026 ~~because~~will accelerate and become fully-vested and exercisable on the effective date of Dr. Toloue’s separation, (ii) any ~~disagreement~~such restricted stock units that vest in accordance with the ~~Company~~preceding onclause will be settled within 60 days following vesting, and (iii) any ~~matter~~stock ~~relating~~options, to ~~its~~the ~~operations~~extent vested, ~~policies~~may be exercised on or ~~practices~~prior to December 31, 2026. A copy of the Separation Agreement is filed as Exhibit 10.1 and is incorporated herein by reference.

~~(d) On~~Also ~~November~~on 20January 8, ~~2025~~2026, the Board appointed ~~Garret~~Everett ~~Hampton,~~Cunningham ~~Ph.D.,~~as President and ~~Alan~~Chief ~~Sachs,~~Executive ~~M.D.,~~Officer ~~Ph.D.~~of ~~to serve on~~ the ~~Board~~Company, effective ~~immediately~~January 19, 2026. DrMr. ~~Sachs~~Cunningham ~~will~~was ~~serve~~also asappointed ato ~~Class~~serve Ion ~~director with a term that will expire at~~ the ~~Company’s~~Board ~~2027 annual meeting of stockholders, and Dr. Hampton will serve~~ as a Class II director, with a term ~~that~~ending ~~will expire~~ at the ~~Company’s~~ 2028 annual meeting of stockholders. ~~Dr. Hampton will be a member of the Audit Committee and Compensation Committee, and Dr. Sachs will be a member of the Compensation Committee of the Board.~~

~~There~~Mr. isCunningham nohas ~~arrangement~~served oras ~~understanding~~Chief ~~between~~Commercial ~~Dr.~~Officer ~~Sachs~~of orIllumina, DrInc. ~~Hampton~~since ~~and~~June ~~any~~2024. Prior ~~other person pursuant~~ to ~~which~~that, ~~they~~he ~~were~~was ~~selected~~Chief asCommercial ~~directors~~Officer of ~~the~~Exact ~~Company,~~Sciences ~~and~~Corporation ~~there~~from is2021 noto ~~family~~2024 ~~relationship~~and ~~between~~President ~~either~~and ~~Dr.~~Chief ~~Sachs~~Executive orOfficer ~~Dr. Hampton and any~~ of ~~the~~GE ~~Company~~Healthcare’s ~~other~~U.S. ~~directors~~and orCanada ~~executive~~region ~~officers.~~from ~~Neither~~2019 Drto 2021. Earlier, ~~Sachs~~he ~~nor~~held ~~Dr.~~various ~~Hampton~~senior ~~has~~leadership ~~any~~roles ~~material~~at ~~interest~~Quest inDiagnostics ~~any~~and ~~transaction~~Pfizer. Mr. ~~that~~Cunningham isserves ~~required~~on tothe beboards ~~disclosed~~of ~~under~~directors ~~Item~~of ~~404(a)~~Arvinas, ofInc., ~~Regulation~~a SNASDAQ-Klisted company, and Visby Medical.

~~Dr.~~On ~~Hampton~~January ~~and Dr. Sachs will be entitled to receive an annual cash retainer of $50~~8,~~000~~ ~~for their service on the Board~~2026, ~~in accordance with~~ the Company’s ~~policy~~entered ~~for~~into ~~compensation~~an ofemployment ~~non-employee~~agreement ~~directors,~~with ~~as well as additional cash retainers in respect of committee service~~Mr. ~~Upon~~Cuningham ~~their appointment to~~ (the ~~Board, they each will receive an initial grant of restricted stock units (~~“~~RSUs~~Employment Agreement”), ~~with~~in ~~respect~~connection towith ahis ~~number~~appointment ofas ~~shares~~President ofand ~~the~~Chief ~~Company’s~~Executive ~~common~~Officer ~~stock~~effective ~~equivalent~~as ~~to 0.1%~~ of ~~the~~January ~~shares~~19, ~~of Company common stock outstanding on the date of grant~~2026, which ~~RSUs~~provides ~~will~~for ~~vest~~an ininitial ~~three~~annualized ~~equal~~base ~~installments~~salary onof ~~the first~~$750,000 ~~second,~~ and ~~third~~eligibility ~~anniversaries~~for ofan ~~the~~annual ~~grant~~performance ~~date.~~bonus ~~Thereafter~~with ~~they will be entitled to~~ an annual ~~grant~~bonus oftarget ~~RSUs covering a number~~ of ~~shares~~up ~~of the Company’s common stock equivalent~~ to ~~0.05~~100% of ~~the~~his ~~outstanding~~base ~~shares as of the date of grant~~salary. ~~The annual RSU award vests in full on the first anniversary of the grant date.~~

~~Item~~The 7Employment Agreement also provides that Mr.~~01 Regulation~~ FDCunningham will receive a sign-on cash payment of $600,000, payable within 30 days following his start date (the “Sign-On Cash Payment”). If Mr. Cunningham voluntarily terminates his employment with the Company without Good Reason (as defined in the Employment Agreement) within one year of the start date, Mr. Cunningham will be required to repay 50% of the Sign-On Cash Payment, and if his employment is terminated for Cause (as defined in the Employment Agreement) within one year of the start date, he will be required to repay the Sign-On Cash Payment in full.

OnIn ~~November~~connection ~~20,~~with ~~2025~~his appointment, ~~the~~Mr. ~~Company~~Cunninham ~~issued~~also areceived ~~press~~long-term ~~release~~equity ~~announcing~~incentive ~~certain~~awards ~~Board~~consisting ~~and~~of ~~leadership~~(a) ~~changes,~~restricted ~~including~~stock ~~the~~units ~~matters~~(RSUs) ~~discussed~~covering in1,070,000 ~~Item~~shares ~~5.02~~ of ~~this~~Company ~~current~~common ~~report.~~stock, Asubject ~~copy~~to oftime-based vesting (the ~~Company’s~~“Time-Based ~~press~~RSUs”) ~~release~~and ~~dated~~(b) ~~November~~RSUs 20covering 813,750 ~~2025~~shares isof ~~attached~~Company ~~hereto~~common asstock, ~~Exhibit~~subject ~~99.1~~to ~~and~~performance-based isvesting ~~incorporated~~(the ~~herein~~“Performance-Based ~~by reference~~RSUs”).

~~This~~The ~~information~~Time-Based ~~(including~~RSUs ~~Exhibit~~vest ~~99.1)~~in isfour ~~being~~equal ~~furnished~~annual ~~under~~installments ~~Item~~on ~~7.01~~each of ~~this~~the ~~Form~~first 8four anniversaries of Mr. Cunningham’s start date. One-Kfifth ~~and~~of ~~shall~~the ~~not~~Performance-Based beRSUs ~~deemed~~will ~~filed~~vest ~~for~~on ~~purposes~~the later of ~~Section~~(i) 18the ofdate that the ~~Securities~~volume ~~Exchange~~weighted ~~Act~~average price of ~~1934~~the Company’s common stock on the Nasdaq Global Market (~~“Exchange~~or ~~Act~~other applicable national securities exchange) (“VWAP”) equals or ~~otherwise~~exceeds ~~subject~~$10 per share for 30 consecutive days prior to the ~~liabilities~~second anniversary of Mr. Cunningham’s start date and (ii) the first anniversary of his start date, two-fifths will vest on the later of (i) the date that ~~section~~such VWAP equals or exceeds $15 per share for 30 consecutive days prior to the third anniversary of Mr. Cunningham’s start date and (ii) the second anniversary of his start date, and the remaining two-fifths will vest on the later of (i) the date that such ~~information~~VWAP ~~shall~~equals ~~not~~or beexceeds ~~deemed~~$20 ~~incorporated~~per byshare ~~reference~~for 30 consecutive days prior to the fourth anniversary of Mr. Cunningham’s start date and (ii) the third anniversary of his start date. In the event of a Change-in-Control ~~any~~(as ~~filing~~defined ~~under~~in the ~~Securities~~Employment ~~Act~~Agreement) in which the consideration payable to a holder of ~~1933~~a share of the Company’s common stock equals or exceeds $10, $15 or $20, the corresponding tranche(s) of the Performance-Based RSUs will vest as ~~amended~~of such Change-in-Control, orand if the ~~Exchange~~consideration ~~Act~~payable to a holder of a share of the Company’s common stock is between $10 and $15 or between $15 and $20, ~~except~~then asvesting shall be ~~expressly~~determined ~~set~~by ~~forth~~straight byline ~~specific~~interpolation ~~reference~~within inthe ~~such~~applicable ~~filing~~tranche.

If Mr. Cunningham’s employment is terminated by the Company without Cause or he resigns for Good Reason, he will receive continued payment of his base salary for 12 months (the “Severance Period”), payment of an amount equal to his annual target bonus for the year of termination, acceleration of any of the unvested portion of the Time-Based RSUs that would have vested during the Severance Period, and subsidized health benefits during the Severance Period. If Mr. Cunningham’s employment is terminated by the Company without Cause or he resigns for Good Reason in connection with a Change-in-Control, Mr. Cunningham’s base salary continuation will last for 24 months, all of his outstanding but unvested equity awards subject to time-based vesting will become fully vested, and his outstanding but unvested Performance-Based RSUs will remain eligible for vesting in connection with such Change-in-Control.

Receipt of the foregoing termination benefits will be subject to Mr. Cunningham’s execution of a separation agreement, including certain restrictive covenants and a general release of all claims, in a form acceptable to the Company.

A copy of the Employment Agreement is filed as Exhibit 10.2 and is incorporated herein by reference.

Except for the Employment Agreement, there are no arrangements or understandings between Mr. Cunningham and any other person pursuant to which Mr. Cunningham was appointed as an officer or director. There are no family relationships between Mr. Cunningham and any director, director nominee or executive officer of the Company. There are no transactions to which the Company is a party and in which Mr. Cunningham has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 8, 2026, the Company issued the Release, which announced the appointment of Mr. Cunningham as President and Chief Executive Officer of the Company and the departure of Dr. Toloue. A copy of the Release is attached as Exhibit 99.1 and incorporated herein by reference.

The information contained or incorporated in this Item 7.01, including Exhibit 99.1, is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.						Description
99.1						Press Release dated November 20, 2025
10.1						Separation Agreement by and between the Company and Masoud Toloue.
10.2						Employment Agreement by and between the Company and Everett Cunningham.
99.1						Press Release dated January 8, 2026.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~report~~Current Report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: November 20, 2025	QUANTERIX CORPORATION
Date: January 8, 2026	QUANTERIX CORPORATION
	By:	/s/ Vandana Sriram
	Name:	Vandana Sriram
	Title:	Chief Financial Officer

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