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8-K Zura Bio Ltd ZURA

Zura Bio (ZURA) Amends Equity Award Plan; Board Chair Grant Added

Zura Bio has amended its equity incentive plan for the second time, adding a special one-time stock grant for its board chair.

By the FiledFeed automated desk

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

Zura Bio Limited filed an amended version of its equity incentive plan on June 18, 2026. The amendment, effective June 17, 2026, adds a special one-time grant of 500,000 time-based restricted stock units and 250,000 performance-based restricted stock units to the board chair, along with a monthly payment of $25,000 for expanded responsibilities and annual retainers capped at $200,000 per year.

Filing impact

(Moderate)

Filing sentiment

(Neutral)

Zura Bio Limited (ZURA) amended its equity incentive plan for stock awards and options, according to an 8-K filing on June 18, 2026.

The amendment, which became effective on June 17, 2026, modifies the plan's compensation limits for non-employee board members. Under the new terms, the board chair will receive a special one-time grant of 500,000 time-based restricted stock units (RSUs, or rights to receive company shares that vest over time) and 250,000 performance-based restricted stock units (shares that vest only if the company hits certain goals). These grants were made in connection with the closing of Zura Bio's merger with JATT Acquisition Corp.

The chair will also receive $25,000 per month while performing expanded responsibilities in the role, as agreed in writing by the company. After those expanded duties end, the chair's annual payment is capped at $200,000 per year.

The amended plan keeps a general cap of $750,000 per calendar year on the total value of stock and cash compensation given to any non-employee director, though the cap rises to $1,000,000 in a director's first year. The overall plan authorizes a maximum of 9,594,213 shares for issuance, with the number increasing annually on January 1st from 2024 through 2029 (each increase equal to the lesser of 5% of outstanding shares, 8,059,796 shares, or a lower number chosen by the compensation committee). The plan was originally adopted on March 20, 2023, and will stay in effect through March 20, 2033, unless the board decides to terminate it earlier.

The filing also updates the plan's change-of-control provisions, which govern what happens to unvested awards if the company is sold or merges. Under these rules, if an employee is terminated without cause or resigns for good reason within 24 months after a change of control, certain awards will fully vest and become payable.

Key facts

  • Zura Bio Limited (ZURA) filed an 8-K on June 18, 2026
  • Amendment effective June 17, 2026
  • Board chair receives 500,000 time-based RSUs and 250,000 performance-based RSUs as special one-time grant
  • Chair receives $25,000 per month for expanded responsibilities
  • Chair annual retainer capped at $200,000 per year after expanded duties end
  • Amendment tied to closing of merger with JATT Acquisition Corp
  • Plan originally adopted March 20, 2023; runs through March 20, 2033
  • Maximum 9,594,213 shares authorized for issuance under plan
  • Annual share reserve increase of 5% (or up to 8,059,796 shares, whichever is less) on January 1 each year from 2024–2029
  • Non-employee director annual compensation cap: $750,000 (or $1,000,000 in first year)

Why it matters

This amendment documents board compensation decisions tied to Zura Bio's merger with JATT Acquisition Corp, which was a SPAC (special-purpose acquisition company) transaction that took the company public. The special grant to the board chair—worth hundreds of thousands of dollars in equity plus ongoing cash payments—shows how the company is incentivizing leadership after the merger closing. Changes to equity plan terms and individual grant sizes are material to shareholders because they affect dilution (how many new shares the company must issue) and signal the company's commitment to retaining key board leadership during a transition.

Frequently asked

What special compensation did Zura Bio's board chair receive?
The board chair received a one-time grant of 500,000 time-based restricted stock units and 250,000 performance-based restricted stock units, plus $25,000 per month while performing expanded responsibilities and annual retainers capped at $200,000 per year afterward.
When did the amendment take effect?
The amendment became effective on June 17, 2026, and was filed on June 18, 2026.
How many shares can Zura Bio issue under its equity plan?
The plan authorizes a maximum of 9,594,213 shares for issuance, with the number increasing annually by 5% of outstanding shares (or up to 8,059,796 shares, whichever is less) each January 1 from 2024 through 2029.
What is the annual compensation limit for non-employee directors?
Non-employee directors are generally capped at $750,000 per calendar year in equity and cash compensation, rising to $1,000,000 in their first year on the board.

What the filing reported

  • 5.02 Departure/Election of Directors or Officers
  • 5.07 Other reported item
  • 9.01 Financial Statements & Exhibits

Source

Based on Zura Bio Ltd's 8-K filed with the SEC on Jun 18, 2026. Read the original filing on SEC.gov ↗

View the filing details on FiledFeed →