Dyne Therapeutics, Inc. 8-K

What Happened Dyne Therapeutics announced that on December 22, 2025 its Board elected Vikram Karnani as a Class II director, to serve until the Company’s 2028 Annual Meeting of Stockholders (or until his successor is elected). The Board has determined Mr. Karnani is an “independent” director under Nasdaq rules; he has not yet been named to any Board committees.

Key Details

• Election date: December 22, 2025; term through the 2028 Annual Meeting.
• Equity award: option to purchase 59,665 shares under the 2020 Stock Incentive Plan at $20.78 per share (closing price on grant date). Option vests monthly in equal installments over 3 years, with full acceleration on a change in control.
• Cash and other compensation: $45,000 annual cash retainer for non-employee directors, annual equity grants per the director program, and reimbursement for reasonable travel/out-of-pocket expenses.
• Corporate governance: No family relationships with Dyne’s executives or directors, no related-party transactions requiring disclosure, and Mr. Karnani will sign the company’s standard indemnification agreement.

Why It Matters This filing informs investors of a board-level governance change: the addition of an independent director can affect oversight and corporate governance. The equity and option grants align Mr. Karnani’s incentives with shareholders but also create potential (limited) future dilution if exercised. The disclosure shows there are no related-party concerns tied to his election, and standard indemnification and director compensation terms were applied.