Acrivon Therapeutics (ACRV) Adopts New Equity Plan

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

Acrivon Therapeutics filed an 8-K on June 17, 2026, disclosing the adoption of a new equity incentive plan. The plan authorizes an aggregate of 8,606,723 shares of common stock to be granted as options, restricted stock, and other awards to employees, directors, and consultants, with an annual 5% increase provision through 2032.

Acrivon Therapeutics filed a report on June 17, 2026, announcing the adoption of a new equity incentive plan. The plan authorizes the company to grant up to 8,606,723 shares of common stock through awards such as stock options, restricted stock units (RSUs), and other equity incentives to employees, directors, and consultants.

Plan Size and Share Reserve

The 8.6 million share pool consists of: 2.55 million shares newly available, an unspecified amount carried over from a prior plan, up to 2.15 million "returning shares" (shares reclaimed from forfeited awards), and 3 million shares approved at the company's 2026 annual stockholder meeting.

Additionally, the plan includes an automatic annual increase: each January 1 through 2032, the share reserve will grow by 5% of the total outstanding fully-diluted shares from the prior December 31, though the board may reduce this amount in any given year.

Vesting and Termination Terms

Awards vest according to schedules set by the board. If an employee or director is terminated for cause, all unvested options and awards are immediately forfeited with no recourse. If terminated without cause or due to disability or death, a participant may exercise vested options within 3 months (12 months for disability, 18 months for death), subject to the award's original expiration date.

For restricted stock and RSUs, any unvested portion is forfeited upon termination of employment or service, regardless of cause.

Change of Control and Acquisition Protections

If the company is acquired or merged, the acquirer may assume, continue, or substitute outstanding awards. Vested awards generally remain issuable on their original schedule or may be paid in cash by the acquirer. Unvested awards must either be assumed or, at the board's discretion, accelerated and fully vested in connection with the transaction. If not assumed, unvested awards are forfeited.

Clawback and Compliance

All awards are subject to clawback (recoupment) under securities exchange listing rules, the Dodd-Frank Act, or any company policy. The plan complies with Section 409A of the Internal Revenue Code, which governs deferred compensation timing and taxation.

Plan Suspension and Duration

No new Incentive Stock Options may be granted after ten years from the plan's adoption or stockholder approval, whichever is earlier. The board may suspend or terminate the plan at any time, after which no new awards may be granted.

Key facts

Acrivon Therapeutics (ACRV) filed an 8-K on June 17, 2026

New equity incentive plan authorizes 8,606,723 shares of common stock

Share pool includes 2,555,271 newly available shares plus prior plan reserves, up to 2,148,679 returning shares, and 3,000,000 shares approved at 2026 annual stockholder meeting

Plan includes automatic 5% annual increase each January 1 through January 1, 2032, based on prior year fully-diluted outstanding shares

Vesting terms: 3-month post-termination exercise window for termination without cause; 12 months for disability; 18 months for death

Unvested awards forfeited upon termination of continuous service

Awards subject to clawback under exchange listing rules and Dodd-Frank Act

No Incentive Stock Options may be granted after 10 years from adoption date or stockholder approval date

Why it matters

Equity incentive plans are a standard tool for attracting and retaining talent, but they also dilute existing shareholders by expanding the pool of shares available for issuance. The 8.6 million share authorization represents a meaningful commitment of company resources. The automatic 5% annual increases through 2032 mean the total dilution will compound over time unless the board reduces it—a detail investors should monitor. The plan's change-of-control provisions (which protect vesting in a sale or merger) are market-standard protections, but the board retains broad discretion to limit them, which could matter to option holders if the company is acquired.

Frequently asked

How many shares can Acrivon grant under the new plan?

Up to 8,606,723 shares, consisting of 2,555,271 newly available shares, carryover from a prior plan, up to 2,148,679 returning shares, and 3,000,000 shares approved by stockholders at the 2026 annual meeting.

Will the share pool grow automatically?

Yes. Each January 1 through 2032, the reserve automatically increases by 5% of the total fully-diluted shares outstanding on the prior December 31, though the board may reduce the increase in any year.

What happens to unvested options if an employee is fired?

If terminated for cause, all options and awards are forfeited immediately. If terminated without cause, the employee may exercise vested options within 3 months (12 months for disability, 18 months for death).

What happens to awards in an acquisition?

The buyer may assume, continue, or substitute awards. Vested awards are generally issued on their original schedule or paid in cash. Unvested awards must be assumed or, at the board's discretion, accelerated and fully vested. If not assumed, they are forfeited.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits