{"url_path":"/sec/fblg/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1958777/0001193125-26-279778-index.html","accession_number":"0001193125-26-279778","cik":"0001958777","ticker":"FBLG","issuer_name":"FibroBiologics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1958777/0001193125-26-279778-index.html","primary_entity_key":"0001958777","primary_entity_name":"FibroBiologics, Inc."},"word_count":639,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 22, 2026, FibroBiologics, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the FibroBiologics, Inc. 2026 Equity and Incentive Compensation Plan (the “2026 Plan”), which succeeds the FibroBiologics, Inc. 2022 Stock Plan (the “Predecessor Plan”). On April 22, 2026, upon the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, the Board approved and adopted, subject to the approval of the Company’s stockholders at the Annual Meeting, the 2026 Plan to succeed the Predecessor Plan. Upon stockholder approval at the Annual Meeting, the 2026 Plan became effective as of June 22, 2026.\n\n \n\nIn general, the 2026 Plan will be administered by the Committee, and will enable the Committee to provide equity-based or cash-based compensation, including in the form of stock options, appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards and certain other awards based on or related to shares of the Company’s common stock. The purpose of these awards is to attract and retain the Company’s employees, officers, consultants, and non-employee directors, and to provide such persons with incentives and rewards for service or performance. The 2026 Plan permits the Committee to make certain performance-based awards to participants under the 2026 Plan, which awards will be earned based on the achievement of certain management objectives, all as further described in the 2026 Plan.\n\n \n\nSubject to adjustment as described in the 2026 Plan, and subject to the 2026 Plan’s share counting rules, as of June 22, 2026, 2,061,968 shares of common stock, par value $0.00001 per share (the “Common Stock”) (consisting of 2,000,000 new shares approved for issuance at the Annual Meeting, plus 61,968 shares that remained available for issuance under the Predecessor Plan), are available for awards granted under the 2026 Plan. Pursuant to the “evergreen” provisions of the 2026 Plan, the number of available shares under the 2026 Plan will be increased on the first day of each fiscal year beginning in 2027 and ending in 2036, by an amount equal to the lesser of (a) 4% of the shares of Common Stock outstanding on the last day of the preceding fiscal year and (b) such smaller number of shares as determined by the Board. Shares underlying certain awards under the 2026 Plan and certain awards under the Predecessor Plan that are cancelled or forfeited, expire, are settled for cash, or are unearned, will again be available under the 2026 Plan.\n\n \n\nThe 2026 Plan also provides that, subject to adjustment as described in the 2026 Plan, the aggregate number of shares actually issued or transferred upon the exercise of incentive stock options will not exceed 2,000,000 shares, and non-employee Board members will not be granted more than $800,000 in compensation for such service in any one calendar year, determined as described in the 2026 Plan. The Board generally will be able to amend the 2026 Plan, in certain circumstances as described in the 2026 Plan.\n\n \n\nFurther description of the principal features of the 2026 Plan is included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 5, 2026, under the heading “Proposal 4 – Approval of the FibroBiologics, Inc. 2026 Equity and Incentive Compensation Plan.”\n\n \n\nThese descriptions of the 2026 Plan do not purport to be complete, and are qualified in their entirety by the full text of the 2026 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Also attached hereto as Exhibits 10.2 is the form of stock option agreement to be used in connection with grants pursuant to the 2026 Plan."}