Werewolf Therapeutics Inc.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 15:21

Reorganization, Regulation FD Disclosure, Management Change/Compensation (Form 8-K)

Item 2.05 Costs Associated with Exit or Disposal Activities.

On February 9, 2026, the board of directors (the "Board") of Werewolf Therapeutics, Inc. (the "Company") approved a reduction in force, representing 64% of the Company's workforce (the "Reduction"). The Company expects the Reduction to be substantially completed by February 13, 2026.

The Company is undertaking the Reduction to decrease operating expenses.

As a result of the Reduction, the Company estimates that it will record a one-timecharge in the first quarter of 2026 related to employee separation benefits, including severance and related benefits, of approximately $4.1 million, all of which is anticipated to result in cash expenditures to be incurred in the first quarter of 2026. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Reduction. The estimated charges that the Company expects to incur are subject to a number of assumptions, and actual results may differ materially from these estimates.

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

Departure of Certain Officers

As part of the Reduction, on February 9, 2026, the Company and each of Timothy W. Trost, Chief Financial Officer of the Company, and Dr. Randi Isaacs, M.D., Chief Medical Officer of the Company, agreed that Mr. Trost and Dr. Isaacs would resign as Chief Financial Officer and Chief Medical Officer, as applicable, effective February 13, 2026.

Both Mr. Trost and Dr. Isaacs are entitled to severance benefits in accordance with their employment agreements upon execution of a separation agreement and general release of claims comprising (i) an amount equal to nine months base salary, and (ii) company contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act for a period of nine months. In addition, the separation agreements provide that the exercise period for stock options that are outstanding and vested as of the separation date will be extended from three months until the final exercise date, as such term is defined in the applicable option agreement.

In connection with their resignations, both Mr. Trost and Dr. Isaacs are entering into consulting agreements with the Company, effective as of February 16, 2026, pursuant to which Mr. Trost and Dr. Isaacs will assist with ensuring an orderly transition of their responsibilities and provide such other services to be determined and reasonably requested by the Company from time to time for a period of up to six months. The Company will pay both Mr. Trost and Dr. Isaacs $250 per hour in exchange for the services they provide under the consulting agreements.

Appointment of Certain Officers

On February 12, 2026, the Company appointed Michael Urban, Vice President of Finance and Corporate Controller, as the Company's principal financial officer and principal accounting officer, effective February 13, 2026.

Mr. Urban, age 45, has served as the Company's Vice President of Finance and Corporate Controller since May 2023. Prior to joining the Company, from March 2021 to April 2023, Mr. Urban served as Senior Director, Corporate Controller and Head of Facilities at Codiak BioSciences, Inc., a biotechnology company. Previously, Mr. Urban served as Director of Finance and Corporate Controller at Indigo Ag, Inc., an agricultural technology company from January 2019 until February 2021. Mr. Urban holds a B.S. in accounting and finance from Assumption University and is a Certified Public Accountant.

Mr. Urban does not have any family relationship with any director or other executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Urban has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-Kpromulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 7.01 Regulation FD

In the fourth quarter of 2025 and the first quarter of 2026, the Company sought to raise capital to fund its planned operations and engaged in confidential discussions with certain potential investors regarding its business, including its pipeline, and its intent to undertake a financing. In connection with such confidential discussions, the Company agreed to publicly disclose all confidential information by February 13, 2026. On December 18, 2025, the Company issued a press release and filed a Current Report on Form 8-K(the "December 8-K")providing a pipeline update that publicly disclosed certain information provided to investors under confidentiality. An updated corporate presentation was filed as an exhibit to the December 8-Kand posted to the Company's website.

The Company is evaluating alternatives with respect to maximizing both near and long-term value for its stockholders, including, but not limited to, the previously announced process to seek strategic partnerships for further development of the promising WTX-124and WTX-330INDUKINE programs. The Company cannot provide any assurance regarding when or if these efforts would result in any type of transaction or, if they do, what the ultimate terms of any such transaction would be.

The information in this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of 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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Werewolf Therapeutics Inc. published this content on February 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 13, 2026 at 21:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]