{"url_path":"/sec/goss/8-k/2026-05-18/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":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1728117/0001728117-26-000036-index.html","accession_number":"0001728117-26-000036","cik":"0001728117","ticker":"GOSS","issuer_name":"Gossamer Bio, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1728117/0001728117-26-000036-index.html","primary_entity_key":"0001728117","primary_entity_name":"Gossamer Bio, Inc."},"word_count":746,"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\nRestated Equity Plan\n\nIn connection with the Transactions, the Board has approved an amendment and restatement of the Company’s 2019 Incentive Award Plan (the “Restated Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder, effective May 18, 2026 (the “Restated Plan Effective Date”), subject to the occurrence of the closing of the Exchange Offer and stockholder approval of the Restated Plan. The Company is seeking stockholder approval of the Restated Plan at a Special Meeting, as described in more detail in the offering memorandum relating to the Exchange Offer.\n\nPursuant to the Restated Plan, subject to the share counting provisions of the Restated Plan and the adjustment provisions under the Restated Plan in the event of certain corporate transactions, the number of shares that may be issued under the Restated Plan will be equal to the sum of the following:\n\n•The number of shares of Common Stock reserved for issuance under the Existing Plan (which, as of March 31, 2026, was 69,238,008 shares); plus\n\n•On the date following the final closing of the Exchange Offer, an increase equal to a number of shares of the Company’s Common Stock, representing 10% (rounded up to the nearest whole share) of the Post-Transaction Fully-Diluted Shares Outstanding (as defined below) on the day following the final closing of the Exchange Offer (which increase in the number of shares reserved for issuance under the Restated Plan is estimated to be approximately 77 million shares, assuming 100% participation in the Exchange Offer), as more fully described below under “Dilution”; plus\n\n•An annual increase on January 1 of each calendar year during the term of the Restated Plan commencing January 1, 2027 and ending on and including January 1, 2036, equal to the lesser of (A) 5% of the Evergreen Fully-Diluted Shares Outstanding (as defined below) on such date (rounded up to the nearest whole share) or (B) such smaller number of shares of Common Stock determined by the plan administrator of the Restated Plan; plus\n\n•Any outstanding awards under the Company’s 2017 Stock Incentive Plan as of the effective date of the Restated Plan that become available after such date in accordance with the share counting provisions of the Restated Plan.\n\nUnder the Restated Plan, the term “Post-Transaction Fully-Diluted Shares Outstanding” means, as of the date immediately following the consummation of the Exchange Offer, the sum of:\n\n•The number of shares of the Company’s Common Stock outstanding on such date (calculated on an as-converted basis after giving effect to the closing of the Exchange Offer, which includes the shares of Common Stock reserved for potential issuance under the Prefunded Warrants and the Purchase Warrants and any shares of the Company’s Common Stock issued in the Exchange Offer but excluding the shares of Common Stock issuable in the future (but not yet issued) under the New Convertible Notes following such date); plus\n\n•The number of shares of the Company’s Common Stock subject to the equity awards (including stock options) outstanding under the Company’s equity plans on such date.\n\nUnder the Restated Plan, the term “Evergreen Fully-Diluted Shares Outstanding” means, as of any date, the sum of:\n\n•The number of shares of the Company’s Common Stock outstanding on such date; plus\n\n•The number of shares of the Company’s Common Stock that remain issuable under the Prefunded Warrants and the Purchase Warrants as of such date.\n\nIn the event the Exchange Offer does not close, the Restated Plan will cease to be effective and any awards granted out of the increase in the share reserve under the Restated Plan over the share reserve under the existing 2019 Incentive Award Plan will be forfeited. In the event stockholder approval of the Restated Plan does not occur, but the Exchange Offer does close, the\n\nRestated Plan will cease to be effective and any awards granted out of the increase in the share reserve under the Restated Plan over the share reserve under the existing 2019 Incentive Award Plan will be forfeited. If the Restated Plan is not approved by stockholders and/or the Exchange Offer does not close, the Existing Plan will continue in full force and effect as in effect prior to the Restated Plan Effective Date, and we may continue to grant awards under the Existing Plan, subject to its terms, conditions and limitations, using the shares available for issuance thereunder."}