Business Context and Reporting Period
This Form 8-K Current Report was filed by Pliant Therapeutics, Inc. on April 14, 2026, covering events occurring between April 14 and April 17, 2026. The Company is a Delaware corporation with its principal executive offices in South San Francisco, CA, and its common stock trades on The Nasdaq Global Select Market under the symbol "PLRX."
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance changes and equity compensation adjustments.
Material Changes
Board of Directors Departures
- David E.I. Pyott: Retired from the Board and all committees (Audit, Nominating and Corporate Governance) effective at the 2026 Annual Meeting. No disagreement with the Company.
- Katharine Knobil, M.D.: Retired from the Board and all committees (Chair of R&D, Nominating and Corporate Governance) effective at the 2026 Annual Meeting. No disagreement with the Company.
- Suzanne Bruhn, Ph.D.: Will not stand for reelection and will retire from the Board and all committees (Compensation, Nominating and Corporate Governance) effective at the 2026 Annual Meeting. No disagreement with the Company.
Repricing of Underwater Stock Options
- Effective Date: April 17, 2026.
- New Exercise Price: $1.33 per share (closing price on April 17, 2026).
- Scope: Applies to all options granted on or before March 1, 2025, held by employees as of the Effective Date, including executive officers (Dr. Coulie, Dr. Cummings, Ms. Cheung, Ms. Kuo).
- Rationale: All options were "underwater" (exercise price above market price). The move aims to retain and motivate employees without additional cash expenditure or stock dilution from new grants.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or updated operational outlook. Management commentary indicates the repricing was designed to retain talent through a "critical stage" for the Company. A key contingency is the "Retention Period," which requires eligible participants to remain in service for 12 to 18 months to exercise the repriced options. If participants leave early (except for cause, death, disability, or good reason), the options revert to the original, higher exercise price.
Investor Verification Checklist
- Verify the exact number of options repriced and the total potential dilution impact, as specific share counts are not detailed in this text.
- Confirm the composition of the Board of Directors following the 2026 Annual Meeting to assess governance continuity.
- Review the Company's most recent 10-K or 10-Q to understand the current cash runway and liquidity position, given the focus on retaining staff without cash expenditure.
- Monitor the stock price relative to the new $1.33 exercise price to gauge the immediate incentive value for employees.