{"url_path":"/sec/kros/8-k/2026-06-25/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1664710/0001664710-26-000036-index.html","accession_number":"0001664710-26-000036","cik":"0001664710","ticker":"KROS","issuer_name":"Keros Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1664710/0001664710-26-000036-index.html","primary_entity_key":"0001664710","primary_entity_name":"Keros Therapeutics, Inc."},"word_count":817,"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\nAppointment of Director\n\nOn June 23, 2026, the board of directors (the “Board”) of Keros Therapeutics, Inc. (the “Company”), based upon a recommendation from the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), voted to appoint Anne Prener, M.D., Ph.D., as a director of the Company, effective on July 1, 2026. Dr. Prener was appointed as a Class III director with a term expiring at the Company’s 2029 annual meeting of stockholders. Dr. Prener has not been appointed to a committee of the Board at this time.\n\nThere are no arrangements or understandings between Dr. Prener and any other person pursuant to which Dr. Prener was appointed as a director. There are no transactions to which the Company is a party and in which Dr. Prener has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Dr. Prener has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.\n\nDr. Prener will participate in the Company’s standard compensation plan for non-employee directors, including (i) an initial stock option grant to purchase a number of shares of the Company’s common stock (“Common Stock”) having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial Option Grant”); provided, that the number of shares of Common Stock subject to the Initial Option Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date, subject to the maximum limit and terms in the Company’s 2020 Equity Incentive Plan (the “Plan”), and (ii) an initial restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $150,000 (the “Initial RSU Grant”); provided, that the number of shares of Common Stock subject to the Initial RSU Grant will not exceed 0.075% of the number of shares of Common Stock outstanding as of the applicable grant date.\n\nThe shares subject to the Initial Option Grant will vest in equal quarterly installments over a three-year period such that the option is fully vested on the third anniversary of the date of grant, subject to Dr. Prener’s Continuous Service (as defined in the Plan) through each such vesting date. The Initial RSU Grant will vest over a three-year period, in twelve equal quarterly installments on each Quarterly Vesting Date (as defined below) that occurs on or following the effective date of Dr. Prener’s appointment, subject to Dr. Prener’s Continuous Service (as defined in the Plan) through each such vesting date. “Quarterly Vesting Date” means the 15th of each of February, May, August and November. Notwithstanding the foregoing, the Initial Option Grant and Initial RSU Grant will vest in full upon a Change in Control (as defined in the Plan).\n\nIn addition, pursuant to the Company’s amended and restated non-employee director compensation policy, Dr. Prener will be eligible for (i) an annual option grant to purchase a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual Option Grant”); provided, that the number of shares of Common Stock subject to the Annual Option Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date, and (ii) an annual restricted stock unit award covering a number of shares of Common Stock having a grant date fair value, as determined in accordance with Financial Accounting Standards Board ASC Topic 718, equal to $75,000 (the “Annual RSU Grant”); provided, that the number of shares of Common Stock subject to the Annual RSU Grant will not exceed 0.0375% of the number of shares of Common Stock outstanding as of the applicable grant date. The Annual Option Grant and the Annual RSU Grant will each be granted in connection with the Company’s annual meeting of stockholders each year. Dr. Prener will also be entitled pursuant to the non-employee director compensation policy to receive a $41,500 annual cash retainer for her service on the Board.\n\nIn connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Dr. Prener. The indemnification agreement will provide, among other things, that the Company will indemnify Dr. Prener for certain expenses, including damages, judgments, fines, penalties and settlements she may be required to pay in actions or proceedings which she is made party to arising in her capacity as a director or in connection with service at the Company’s request for another corporation or entity."}