Protagonist Therapeutics Adopts 2026 Equity Incentive Plan

Stockholders approved a new equity compensation plan that replaces the company's 2016 plan and sets terms for stock and cash awards to employees, directors, and consultants.

By the FiledFeed automated desk Jun 18, 2026 8:32 PM ET

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

Protagonist Therapeutics, Inc. received stockholder approval on June 17, 2026, for a new equity incentive plan that succeeds its 2016 plan. The plan governs stock options, restricted stock awards, restricted stock units, and other compensation awards to employees, directors, and consultants, with detailed terms for vesting, termination, and clawback provisions.

Protagonist Therapeutics, Inc. announced that stockholders approved a new equity incentive plan on June 17, 2026, filed in an 8-K on June 18, 2026.

What the Plan Does

The new plan replaces the company's 2016 Equity Incentive Plan and governs how the company awards stock options, restricted stock, restricted stock units (a promise to deliver stock later upon meeting conditions), and other equity compensation. No new awards can be granted under the 2016 plan after the stockholder vote.

Key Terms

Under the plan, the company's board of directors can delegate to officers the power to grant stock awards to non-officer employees, subject to limits set by the board on the total shares available, timing, and minimum price.

If an award expires, terminates without being fully issued, or is settled for cash instead of stock, the unused shares become available again for future grants. The same applies if someone forfeits shares or if the company repurchases them.

Stock options and similar awards can vest in installments and may be tied to meeting performance goals (such as earnings, revenue, or clinical milestones) or other conditions the board deems appropriate.

Termination and Expiration Rules

When an employee or service provider stops working and did not leave for cause, they can generally exercise vested options or similar awards for three months afterward (or a longer period if the award agreement specifies), unless the award itself expires sooner. This window is extended to 12 months if the person becomes disabled, and 18 months if they die.

If someone is terminated for cause, their options and similar awards terminate immediately and cannot be exercised.

When a person's continuous service ends, any unvested restricted stock or restricted stock unit awards are forfeited. The board can defer the payout of awards and establish programs for deferral elections, in line with tax code Section 409A (rules governing when deferred compensation can be paid).

Performance Goals and Clawback

The plan allows the board to set performance goals based on criteria including earnings, revenue, operating income, stock price, cash flow, clinical achievements, regulatory milestones (such as FDA approval), product commercialization, supply chain targets, and many other business measures. Goals can be absolute or measured against competitors' performance.

Awards granted under the plan are subject to clawback (recovery of compensation) as required by securities exchange listing rules, the Dodd-Frank Act (a financial reform law), or other applicable law. The board may also impose additional clawback provisions in individual award agreements.

Mergers and Dissolution

If the company is dissolved or undergoes a major transaction (merger or similar deal) where the company's prior stockholders end up owning less than 50% of the surviving entity, the board may accelerate vesting of awards before the transaction closes, typically to five days before the effective date. Any awards not exercised or settled by the transaction's effective date will terminate.

Key facts

Protagonist Therapeutics, Inc. (PTGX) stockholders approved a new equity incentive plan on June 17, 2026

The plan replaces the 2016 Equity Incentive Plan; no new awards can be granted under the 2016 plan after stockholder approval

Covers stock options, restricted stock awards, restricted stock units, and other equity compensation for employees, directors, and consultants

Board may delegate award-granting authority to officers, subject to board-set limits

Unvested awards are generally forfeited upon termination of continuous service; those terminated for cause lose all rights immediately

Vested options exercisable for 3 months after non-cause termination (12 months if disabled, 18 months if deceased)

Performance goals may be based on earnings, revenue, stock price, clinical milestones, regulatory approval, and 58 specified performance criteria

Awards subject to clawback under securities exchange listing rules, Dodd-Frank Act, or board discretion

Board may accelerate vesting in mergers or dissolutions

Why it matters

Equity incentive plans are the primary tool companies use to attract, retain, and motivate employees and other service providers. A new plan that replaces an expiring one signals continuity in the company's compensation strategy and ensures it can continue granting stock options and similar awards—critical for a life-science company competing for talent in drug discovery and development. The plan's broad range of performance criteria (including clinical and regulatory milestones) and clawback provisions reflect current corporate governance expectations and the Dodd-Frank requirement for compensation recovery in specified circumstances.

Frequently asked

What does the new equity plan replace?

It replaces Protagonist Therapeutics' 2016 Equity Incentive Plan. No additional awards may be granted under the 2016 plan after stockholder approval on June 17, 2026, but existing awards under that plan remain in effect.

What happens to stock options if an employee is fired for cause?

The options terminate immediately, and the employee cannot exercise them.

How long can a departing employee exercise vested options after leaving?

Generally three months, unless the award agreement specifies a longer or shorter period. The window is extended to 12 months if the person becomes disabled, or 18 months if they die. The window cannot extend beyond when the option itself expires.

What is a clawback under this plan?

A clawback is the company's right to recover or recoup compensation. Awards under this plan are subject to clawback as required by stock exchange rules, the Dodd-Frank Act, or other law, and the board may impose additional clawback terms in individual award agreements.

What the filing reported

5.02 Departure/Election of Directors or Officers

5.07 Other reported item

9.01 Financial Statements & Exhibits