Macrogenics MGNX

Macrogenics appoints two new directors

Item 5.02 Executive or director change, Item 7.01 Investor disclosure

Form
8-K
Filed
Importance
Major
  1. Board increased from 10 to 11 members
  2. Michael Vasconcelles and Emil Kuriakose appointed as directors
  3. Each received 44,000 stock options and 7,500 RSUs (shares paid out over time)

Written from the 8-K on EDGAR. AI can make mistakes. Check the filing.

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The reading, claim by claim

  1. In an 8-K filed November 3, 2026, MacroGenics reported under Item 5.02 that on October 30, 2026 its Board approved an increase in Board size from ten to eleven members.
  2. The Board then appointed Michael Vasconcelles as a Class II Director and Emil Kuriakose as a Class III Director, effective October 30, 2026.
  3. Dr. Vasconcelles will serve until the 2027 annual meeting of stockholders, and Dr. Kuriakose until the 2028 annual meeting.
  4. The Board determined each is independent under Nasdaq and Exchange Act standards, and appointed both to the Science and Technology Committee.
  5. Each new director will receive an annual retainer under the Director Compensation Program.
  6. Each will also be granted an option to purchase 44,000 shares of common stock and a restricted stock unit grant for 7,500 shares under the 2023 Equity Incentive Plan.
  7. The filing states neither was selected under any arrangement or understanding, and neither has a reportable related party transaction.
  8. Under Item 7.01, the company said it issued a press release on November 3, 2026 announcing the appointments, furnished as Exhibit 99.1.
  9. The press release describes Dr. Kuriakose as formerly Chief Medical Officer of Terns Pharmaceuticals and Dr. Vasconcelles as formerly Head of Research and Development at Day One Biopharmaceuticals.

9 of 9 claims matched the filing text.

For perspective, checked against its own source

From the 10-Q for the quarter ended June 30, 2026

  • For context, in its 10-Q for the quarter ended June 30, 2026, MacroGenics reported revenue of $32.8 million and net income of $19.5 million.
  • That filing also showed an operating margin of -42.2% and revenue change from a year earlier of +378.0%.

From the filing

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; App

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2026, the Board of Directors (the "Board") of MacroGenics, Inc. (the "Company"), upon the recommendation of the Nominating and Governance Committee (the "Committee") of the Board, approved an increase in the size of the Board from ten to eleven members.1

The Board then appointed, upon the recommendation of the Committee, effective October 30, 2026 (the "Effective Date") (i) Michael Vasconcelles to serve as a Class II Director, and (ii) Emil Kuriakose to serve as a Class III Director.2 Dr. Vasconcelles will serve until the 2027 annual meeting of stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal.3 3Dr. Kuriakose will serve until the 2028 annual meeting of stockholders3 or until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

The Board determined that Dr. Vasconcelles and Dr. Kuriakose are each independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC4 and those set forth in the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board also appointed, upon the recommendation of the Committee, Dr. Vasconcelles and Dr. Kuriakose each to serve on the Science and Technology Committee of the Board as of the Effective Date.4

Consistent with the Company's Director Compensation Program for non-employee directors, as described under the heading "Director Compensation" in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026, each of Dr. Vasconcelles and Dr. Kuriakose will each receive an annual retainer as compensation for his service.5 In addition, upon appointment to the Board, each of Dr. Vasconcelles and Dr. Kuriakose will be granted an option to purchase 44,000 shares of the Company's common stock (the "Initial Option Award") and a restricted stock unit grant for 7,500 shares of the Company's common stock under the Company's 2023 Equity Incentive Plan6 (the "Initial RSU Award" and together, the "Initial Awards"). Each Initial Option Award will have an exercise price equal to the closing market price of the Company's common stock on the Effective Date, with the Initial Option Award vesting in thirty-six (36) substantially equal monthly portions beginning on the first monthly anniversary of the date of grant, and the Initial RSU Award vesting with respect to one-third (1/3) of the restricted stock units on each anniversary of the date of grant, in each case subject to each of Dr. Vasconcelles' and Dr. Kuriakose's continuous service, as defined in the 2023 Equity Incentive Plan, through each vesting date.

Neither Dr. Vasconcelles nor Dr. Kuriakose were selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, nor has either of them engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.7

Item 7.01 Regulation FD Disclosure.

On November 3, 2026, the Company issued a press release (the "Press Release") announcing the appointment of Dr. Vasconcelles and Dr. Kuriakose to the Board.8 8A copy of the Press Release is furnished herewith as Exhibit 99.18 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description of Exhibit

99.1 Press Release, dated November 3, 2026

104 Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2026

MACROGENICS, INC.

By: /s/ Jeffrey Peters

Jeffrey Peters

Senior Vice President, General Counsel and Corporate Secretary

MacroGenics Announces Appointments of Emil Kuriakose, M.D., and Michael Vasconcelles, M.D., to Board of Directors

ROCKVILLE, MD, November 3, 2026 (GLOBE NEWSWIRE) -- MacroGenics, Inc. (NASDAQ: MGNX), a clinical-stage biopharmaceutical company focused on developing innovative antibody-based therapeutics for the treatment of cancer, today announced the appointments of Emil Kuriakose, M.D. and Michael Vasconcelles, M.D. as independent directors to its Board of Directors, effective October 30, 2026.

"We are pleased to welcome Emil and Mike to the MacroGenics Board," said Eric Risser, President and Chief Executive Officer of MacroGenics. "Both bring extensive oncology drug development experience, including leadership across clinical development, regulatory strategy and portfolio management. Their perspectives will be valuable as we advance our pipeline of innovative product candidates and execute on our long-term strategic objectives."

"Emil and Mike are distinguished industry leaders with established track records guiding innovative biotechnology companies through critical stages of growth and delivering substantial shareholder value," said William Heiden, Chair of the MacroGenics Board of Directors. "Their experience and strategic insight will further strengthen our Board as we work to position MacroGenics for long-term success."

Emil Kuriakose, M.D., is an experienced physician-executive with more than a decade of biopharmaceutical industry experience spanning oncology and metabolic disease drug development. Most recently, he served as Chief Medical Officer of Terns Pharmaceuticals9, where he led clinical, regulatory, medical affairs and portfolio strategy across the company's clinical-stage programs. During his tenure, he led development of TERN-701 in chronic myeloid leukemia and TERN-601 in obesity and played a central role in business development activities leading to Terns' acquisition by Merck in 2026. Previously, Dr. Kuriakose served as Chief Medical Officer and in other senior clinical development roles at Calithera Biosciences and held positions of increasing responsibility at Novartis Oncology, where he contributed to the development, regulatory approval and launch of panobinostat for multiple myeloma. He currently serves as an Entrepreneur in Residence at NextBio Capital and as Founder and Principal of Kure Consulting Services. Dr. Kuriakose received his M.D. from SUNY Stony Brook University School of Medicine and completed his hematology/oncology fellowship at Weill Cornell Medical College and a research fellowship at Memorial Sloan Kettering Cancer Center.

Michael Vasconcelles, M.D., is a life sciences executive and hematologist-oncologist with approximately 35 years of experience spanning academic medicine, oncology research and development, medical affairs and executive leadership. Most recently, he served as Head of Research and Development at Day One Biopharmaceuticals9, where he helped expand the company's pipeline beyond OJEMDA® (tovorafenib), including through its acquisition of Mersana Therapeutics. Previously, Dr. Vasconcelles served as Executive Vice President and Head of Research, Development and Medical Affairs at ImmunoGen, where he helped advance the organization into a vertically integrated biotechnology company and supported the global launch and lifecycle strategy for ELAHERE® (mirvetuximab soravtansine). He has also served as Chief Medical Officer at Flatiron Health and Unum Therapeutics and as Global Head of the Oncology Therapy Area Unit at Takeda Pharmaceuticals. Earlier in his career, he held oncology leadership roles at Genzyme and served on the faculty of Harvard Medical School and as a staff physician at Brigham and Women's Hospital and Dana-Farber Cancer Institute. Dr. Vasconcelles currently serves as an independent director of Molecular Partners AG and Kura Oncology, Inc. He received his B.A. and M.D. from Northwestern University.

About MacroGenics, Inc.

MacroGenics (the Company) is a biopharmaceutical company focused on developing innovative monoclonal antibody-based therapeutics for the treatment of cancer. The Company generates its pipeline of product

Exhibit 99.1 candidates primarily from its proprietary suite of next-generation antibody-based technology platforms, which have applicability across broad therapeutic domains. The combination of MacroGenics' technology platforms and protein engineering expertise has allowed the Company to generate promising product candidates and enter into several strategic collaborations with global pharmaceutical and biotechnology companies. For more information, please see the Company's website at www.macrogenics.com. MacroGenics, and the MacroGenics logo are trademarks or registered trademarks of MacroGenics, Inc.

Cautionary Note on Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for MacroGenics ("Company"), including statements about the Company's strategy, future operations, clinical development of and regulatory plans for the Company's therapeutic candidates, expected timing of the release of clinical updates and safety and efficacy data for the Company's ongoing clinical trials, anticipated cash runway and other statements containing the words "subject to", "believe", "anticipate", "plan", "expect", "intend", "estimate", "potential", "project", "

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