PLIANT THERAPEUTICS, INC. 8-K

What Happened

• Pliant Therapeutics (PLRX) filed an 8‑K on April 17, 2026 reporting three board departures and a company-wide option repricing. Directors David E.I. Pyott, Katharine Knobil, M.D., and Suzanne Bruhn, Ph.D. will retire from the board and all committees effective at the company’s 2026 Annual Meeting; none cited any disagreement with the company.
• On April 15, 2026 the Board (on recommendation of the Compensation Committee) approved an option repricing effective April 17, 2026: all options granted on or before March 1, 2025 under the 2015, 2020 and 2022 plans held by employees (including named executives) were reset to an exercise price of $1.33 per share (the Nasdaq closing price on the effective date).

Key Details

• Directors retiring: David E.I. Pyott (Class I; Audit & Nominating/Gov committees), Katharine Knobil, M.D. (Class II; Research & Dev chair), Suzanne Bruhn, Ph.D. (Class III; Compensation committee).
• Repricing specifics: applies to options granted on or before March 1, 2025 under the 2015, 2020 and 2022 plans; new exercise price = $1.33/share; effective date = April 17, 2026.
• Retention Period: executive leadership (Dr. Bernard Coulie, Dr. Keith Cummings, Lily Cheung, Minnie Kuo, Delphine Imbert, Tim Machajewski) must remain through an 18‑month retention period; other employees generally 12 months. Certain terminations (e.g., death, disability, involuntary without cause, specified corporate transactions) also permit exercise.
• Reversion conditions: options revert to prior (higher) exercise prices if participant is fired for cause, resigns before the retention period (except certain “good reason” cases), or exercises early; Board approved the action to retain staff and avoid issuing additional equity or cash compensation.

Why It Matters

• For investors: the repricing is aimed at retaining key employees and executives by making underwater options exercisable at current market value, which may reduce near‑term cash compensation needs and limit dilution from issuing new equity. It does not create immediate dilution since it resets existing option strike prices rather than issuing new shares.
• Governance note: three experienced directors are leaving at the Annual Meeting; the company stated their departures were not due to disagreements with management or the board.