UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, in a Current Report on Form 8-K filed on August 14, 2025, the Board of Directors (the “Board”) of Keenova Therapeutics plc (the “Company”) adopted the Keenova Therapeutics plc 2025 Stock and Incentive Plan (formerly, the Mallinckrodt Pharmaceuticals 2025 Stock and Incentive Plan, the “Plan”) for the issuance of equity awards to employees, directors and consultants.
The Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted units (“RSUs”), deferred stock units and other stock-based awards.
On February 18, 2026, the Board adopted a form of award agreement for RSUs to be granted under the Plan (the “Form of RSU Award”) and a form of award agreement for performance-based awards to be granted under the Plan (the “Form of PSU Award”, collectively the “Award Forms”).
In accordance with the terms of the Plan, the Award Forms set forth terms and conditions applicable to particular awards, including with respect to vesting and the treatment of awards in various termination scenarios and changes in control. The Form of PSU Award includes various operating, financial and strategic performance measures that could be used to evaluate performance. Those performance measures may include, at the discretion of the Board or the Human Resources and Compensation Committee of the Board, as the case may be, criteria selected to measure the level of performance of the Company, including over a specified period. In particular, vesting may be based on the satisfaction of one or more organizational, financial or strategic goals, applied to either the Company as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies. Examples of potential goals include, but are not limited to, measures that relate to or use total stockholder return, cash flow, sales, revenue, net income, EBITDA, earnings per share, operating margin, return on equity, changes to processes or systems, regulatory approvals, licenses, commercial agreements, acquisitions, dispositions and similar strategic transactions.
The Company may make grants under the Plan pursuant to the Award Forms, revised versions of the Award Forms (including to take into account employment agreement provisions or other arrangements), or any other form permitted by the Plan. The foregoing description of the Award Forms is qualified in its entirety by reference to the terms and conditions of the Form of RSU Award and Form of PSU Award, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Form of RSU Award | |
| 10.2 | Form of PSU Award | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| KEENOVA THERAPEUTICS PLC | ||
| (registrant) | ||
| By: | /s/ Mark Tyndall | |
| Mark Tyndall | ||
| Executive Vice President, Chief Legal Officer & Corporate Secretary | ||
Date: February 20, 2026