TARS Tarsus Pharmaceuticals, Inc. - 8-K

Item 5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.

On February 18, 2026, the Board of Directors (the “Board”) of Tarsus Pharmaceuticals, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee (the “Nominating Committee”), expanded the size of the Board from seven to eight directors and appointed David E.I. Pyott to the Board, effective immediately. Mr. Pyott will serve as a Class III director with a term expiring at the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified. Further, effective immediately, the Board appointed Mr. Pyott to serve as Chairperson of the Commercial Committee of the Board and as member of the Nominating Committee as well as the Compensation Committee of the Board. The Board has determined that Mr. Pyott is independent under the listing standards of the Nasdaq Stock Market and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

As a non-employee director, Mr. Pyott will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation policy, as amended, which includes an initial grant with a target grant value of $540,000, with 50% of the award granted as an option to purchase shares of the Company’s common stock and 50% of the award granted as RSUs.

There are no arrangements or understandings between Mr. Pyott and any other person pursuant to which Mr. Pyott was elected as a director, and there are no transactions between Mr. Pyott and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company has entered into an indemnification agreement with Mr. Pyott in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.

A copy of the press release announcing the appointment of Mr. Pyott to the Board of Directors is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-249076) filed with the Securities and Exchange Commission on October 9, 2020).

99.1

Press Release issued by the Company on February 18, 2026 announcing the appointment of Mr. Pyott to the Board of Directors.

104

Cover Page Interactive Data File (embedded within XBRL document)