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): April 910, 2026 (April 89, 2026)

_________________________________________________________________

C4 THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

_________________________________________________________________


Delaware	001-39567	47-5617627
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

490 Arsenal Way, Suite 120 Watertown, MA		02472
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 231-0700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________________________________

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, $0.0001 par value per share

CCCC

The Nasdaq Global Select 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 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or By-laws; Change in Fiscal Year.

On April 89, 2026, the Board of Directors (the “Board”) of C4 Therapeutics, Inc. (the “~~C4T~~Company”) ~~entered~~approved ~~into~~an aamendment ~~Research~~to ~~Collaboration~~the Company’s second amended and ~~License~~restated ~~Agreement~~by-laws (the “~~License~~By-laws ~~Agreement~~Amendment”), ~~with~~effective F.immediately, ~~Hoffmann-La~~to ~~Roche~~designate ~~Ltd.~~the ~~(“Roche~~United ~~Basel”)~~States ~~and~~District ~~Hoffmann-La~~Court ~~Roche~~for ~~Inc.~~the ~~(“Roche~~District ~~US”,~~of Massachusetts and ~~together~~the ~~with~~United ~~Roche~~States ~~Basel,~~District ~~“Roche”)~~Court tofor ~~collaborate~~the onDistrict ~~the~~of ~~discovery,~~Delaware ~~development~~as ~~and~~the ~~commercialization~~exclusive offorums ~~degrader-antibody~~for ~~conjugates~~resolving ~~(“DACs”),~~any ancomplaint ~~emerging~~asserting ~~modality~~a ~~designed~~cause toof ~~selectively~~action ~~target~~arising ~~and~~under ~~neutralize~~the ~~disease-causing~~Securities ~~proteins~~Act inof ~~cancer~~1933, ~~cells.~~as ~~C4T~~amended, ~~and~~the ~~Roche~~Securities ~~have~~Exchange aAct ~~pre-existing~~of ~~material~~1934, ~~relationship~~as ~~arising~~amended, ~~from~~or the ~~Amended~~respective rules and ~~Restated~~regulations ~~License~~promulgated ~~Agreement~~thereunder, ~~entered~~unless ~~into~~the byCompany ~~and~~consents ~~between~~in ~~C4T~~writing ~~and~~to ~~Roche~~the ~~dated~~selection as of ~~December~~an ~~20,~~alternative ~~2018,~~forum. The asBoard ~~amended,~~approved ~~pursuant~~the By-laws Amendment in response to ~~which~~recent amendments to the ~~parties~~Generate ~~have~~Corporation ~~been~~Law ~~collaborating~~of onthe ~~targeted~~State ~~protein~~of ~~degradation~~Delaware ~~research~~regarding ~~since~~such ~~2016~~forum selection provisions.

~~Pursuant~~The toforegoing ~~the~~description ~~terms~~ of the ~~License~~By-laws ~~Agreement,~~Amendment ~~C4T~~does ~~grants~~not ~~Roche~~purport ~~a worldwide, exclusive license under certain of C4T’s intellectual property rights~~ to ~~develop,~~be ~~manufacture~~complete and ~~commercialize DACs directed to two initial undisclosed oncology targets. Roche~~ is ~~responsible~~qualified ~~for~~in ~~all~~its ~~development,~~entirety ~~regulatory~~by ~~approval,~~reference ~~manufacturing~~to ~~and commercialization costs. Under~~ the ~~terms~~full text of the ~~License~~By-laws ~~Agreement~~Amendment, ~~Roche~~a ~~has~~copy ~~agreed to make an upfront cash payment~~ of ~~$20.0~~which ~~million. Roche~~ is ~~also~~filed ~~obligated~~as toExhibit ~~make certain additional payments upon the achievement of specified research and development milestones, including payments upon advancement of programs through defined research stages~~3.1 ~~In addition, across the collaboration, C4T is eligible~~ to ~~receive~~this ~~over~~Current ~~$1.0~~Report ~~billion in aggregate development, regulatory and commercial milestone payments, plus tiered royalties~~ on ~~net~~Form ~~sales. Royalties payable from Roche to C4T range from mid~~8-~~single~~K ~~digit~~and toincorporated ~~low-double~~herein ~~digit percent, subject to customary product-~~by~~-product~~ ~~and country-by-country basis termination and reductions under certain circumstances as described in the License Agreement~~reference.

In addition, as part of the collaboration, C4T grants Roche an option to obtain a worldwide, exclusive license under certain of C4T’s intellectual property rights to develop, manufacture and commercialize DACs directed to one additional target exercisable within a specified period following the effective date of the License Agreement, subject to payment of an option exercise fee. If Roche exercises this option, this additional program would also provide for additional potential milestones and royalties.

The License Agreement includes customary representations and warranties, covenants, and indemnification obligations for a transaction of this nature. The License Agreement became effective upon signing and will continue in full force and effect on a product-by-product and country-by-country basis until the expiration of all applicable royalty terms, unless earlier terminated. Under the terms of the License Agreement, each of C4T and Roche has the right to terminate the agreement for material breach by, or insolvency of, the other party. Roche may also terminate the License Agreement in its entirety, or on a target-by-target basis, for convenience upon ninety (90) days’ notice.

The foregoing description of the License Agreement is only a summary and is qualified in its entirety by reference to the License Agreement, a copy of which C4T intends to file as an exhibit to C4T’s Quarterly Report on Form 10-Q for the period ending June 30, 2026.

Item 7.01 Regulation FD Disclosure.

On April 9, 2026, C4T issued a press release relating to the License Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 9, 2026, the Company also posted a corporate presentation on its website at https://ir.c4therapeutics.com/events-presentations. A copy of the presentation is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.

ExhibitNumber						Description
99.1						Press release issued April 9, 2026
3.1						Amendment No. 1 to Second Amended and Restated By-laws of C4 Therapeutics, Inc.
99.2						Corporate presentation of the Company dated April 9, 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 has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	C4 Therapeutics, Inc.
Date: April 9, 2026	By:	/s/ Kendra R. Adams
Date: April 10, 2026	By:	/s/ Kendra R. Adams
		Kendra R. Adams
		Chief Financial Officer and Treasurer

Filing Compare · C4 Therapeutics, Inc.