{"url_path":"/sec/fbrx/8-k/2026-06-02/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":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1419041/0001193125-26-253436-index.html","accession_number":"0001193125-26-253436","cik":"0001419041","ticker":"FBRX","issuer_name":"Forte Biosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1419041/0001193125-26-253436-index.html","primary_entity_key":"0001419041","primary_entity_name":"Forte Biosciences, Inc."},"word_count":445,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nThe board of directors of Forte Biosciences, Inc. (the “Company”) previously approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) at the Company’s 2021 annual meeting of stockholders, and in connection with the special meeting of stockholders held on January 24, 2025 (the “2025 Special Meeting”). Most recently, at the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the further amendment and restatement of the 2021 Equity Incentive Plan (as currently amended and restated, the “A&R 2021 Equity Incentive Plan”).\n\nThe purposes of the A&R 2021 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants, and to promote the success of the Company’s business. These purposes are achieved through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares.\n\nThe number of shares of common stock of the Company (the “Shares”) reserved for issuance under the A&R 2021 Equity Incentive Plan is equal to the sum of: (a) 5,190,000, representing 3,340,000 Shares approved in connection with the 2025 Special Meeting and 1,850,000 newly requested Shares, plus (b) any Shares subject to awards granted under the Tocagen, Inc. 2009 Equity Incentive Plan, the Tocagen, Inc. 2017 Equity Incentive Plan, and the Forte Biosciences Inc. 2018 Equity Incentive Plan that, after May 28, 2021, the date of the original stockholder approval of the 2021 Equity Incentive Plan, expire or otherwise terminate without having been exercised or issued in full, are forfeited to or repurchased by the Company due to failure to vest, or are used to pay the exercise price of such awards or to satisfy the tax liabilities or withholdings related to such awards. The maximum number of Shares to be added to the A&R 2021 Equity Incentive Plan pursuant to clause (b) is equal to 44,093 Shares.\n\nThe material terms of the A&R 2021 Equity Incentive Plan are described in “Proposal No. 4 - Approval of the Amended and Restated 2021 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 29, 2026, which description is incorporated herein by reference.\n\nThe foregoing description of the A&R 2021 Equity Incentive Plan is qualified in its entirety by reference to the text of the A&R 2021 Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}