ImageneBio Restates 2025 Equity Plan with New Share Reserve

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

ImageneBio, Inc. has amended and restated its 2025 Equity Incentive Plan, which was approved by stockholders on June 16, 2026. The plan now includes 850,000 shares approved at the company's 2026 Annual Meeting, plus 1,118,167 shares originally reserved and 559,081 shares from an automatic annual increase, with an automatic 5% annual increase in the share reserve for the next ten years.

ImageneBio, Inc. (IMA) has updated its stock incentive plan, which allows the company to grant stock options and other equity awards to employees, directors, and consultants.

The amended plan was adopted by the board on December 12, 2024, approved by shareholders on July 15, 2025, and then amended again by the board on April 27, 2026, with final shareholder approval on June 16, 2026.

Share Pool

The plan sets aside shares of ImageneBio stock that can be granted as awards. The total number of shares available includes:

850,000 shares newly approved at the company's 2026 annual shareholder meeting
1,118,167 shares that were originally reserved under the plan
559,081 shares that were added on January 1, 2026, through an automatic yearly increase

The plan also includes an automatic annual increase: every January 1 for ten years (from 2027 through 2036), the total share reserve will grow by 5% based on the total number of ImageneBio shares outstanding at the end of the prior year.

Awards and Terms

The plan allows the company to grant seven types of awards: stock options (both tax-qualified and non-qualified), stock appreciation rights, restricted stock, restricted stock units (RSUs), performance awards, and other equity-based awards.

Employees who terminate their service with cause forfeit all unvested awards immediately. Those who leave for other reasons can exercise vested options or SARs within three months (or 12 months if the departure is due to disability or death). Unvested awards are forfeited unless the board decides otherwise.

In the event of a major corporate transaction (such as a merger or sale), the acquiring company must generally assume or substitute outstanding awards, unless the transaction is a change in control under tax law Section 409A, in which case vested awards are typically settled immediately.

The plan expires ten years after it is adopted or approved by shareholders, whichever is earlier. No new awards can be granted after that date or if the plan is suspended or terminated by the board.

Key facts

ImageneBio, Inc. (IMA) amended and restated its 2025 Equity Incentive Plan

Plan approved by stockholders on June 16, 2026

850,000 new shares added from 2026 Annual Meeting approval

Total share reserve includes 1,118,167 originally reserved shares plus 559,081 from automatic January 1, 2026 increase

Automatic 5% annual increase in share reserve for ten years (2027–2036)

Plan allows grants of stock options, RSUs, restricted stock, SARs, and performance awards

Three-month post-termination exercise window for non-cause departures (12 months for disability or death)

Board may suspend or terminate plan; ten-year term limit for granting incentive stock options

Why it matters

Equity incentive plans are the primary mechanism by which growth-stage and public companies compensate and retain key employees and executives. The expanded share reserve—adding 850,000 newly approved shares—signals ImageneBio's intention to continue granting stock awards to attract and motivate talent. The automatic 5% annual increase over a decade means the company has secured headroom for equity grants well into the future without requiring additional shareholder approval, which reduces governance friction but also increases the long-term dilution potential for existing shareholders. For investors, this filing confirms the plan terms that will govern how much future compensation will be paid in stock rather than cash.

Frequently asked

What is the total number of shares available under ImageneBio's amended equity plan?

The plan includes 850,000 shares newly approved at the 2026 Annual Meeting, plus 1,118,167 originally reserved shares, plus 559,081 shares added on January 1, 2026. The total will automatically increase by 5% every January 1 from 2027 through 2036.

When was the amended plan approved by shareholders?

Shareholders approved the amended and restated plan on June 16, 2026.

What happens to stock awards if an employee is terminated for cause?

All unvested awards (and vested awards that have not been exercised) are forfeited immediately, and the employee loses all rights to those shares.

How long after leaving the company can an employee exercise vested stock options?

Generally, three months after termination (unless the departure is due to disability or death, in which case it is twelve months). The award agreement may specify a longer period, but it cannot extend beyond the maximum term of the option itself.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits