Results

Tempest Therapeutics Inc.

05/22/2026 | Press release | Distributed by Public on 05/22/2026 15:06

Management Change/Compensation (Form 8-K)

Item 5.02

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

On May 22, 2026, each of Mr. Stephen Brady, Mr. Michael Raab and Ms. Christine Pellizzari notified Tempest Therapeutics, Inc. (the "Company") of his or her resignation from the Board of Directors of the Company (the "Board"), effective as of such date. The Company has not been informed that these resignations were the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices described in Item 5.02(a)(1) of Form 8-K.

In connection with the transition, the Company and each of these individuals entered into a Separation Agreement (collectively, the "Separation Agreements"). Each Separation Agreement provides for the waiver by each of the directors of all accrued and unpaid retainer fees in accordance with the Company's non-employee director compensation program, as described in the Company's Annual Report on Form 10-K/A, filed with the SEC on March 30, 2026. The Separation Agreements shall not affect the rights of each of these individuals under their outstanding stock option awards or ownership of shares of capital stock of the Company. In addition, each of their indemnification agreements shall remain in full force and effect, with the underlying rights in the Certificate of Incorporation and Bylaws unchanged for six years from separation.

The foregoing description of the non-employee director compensation program and Separation Agreements do not purport to be complete and are qualified by reference to the full text of each agreement, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

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