Director: The entire board and officer team were replaced as a direct result of a merger transaction, which is a structural change rather than a voluntary executive departure or routine election.

In connection with the consummation of the Transactions, the Company notified Nasdaq Stock Market LLC (“ NASDAQ ”) of the consummation of the Merger and requested that NASDAQ suspend trading of Shares and file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company also intends to file with the SEC a Certification and Notice of Term…

Material Modification to Rights of Security Holders. The information set forth in the Introductory Note, Item 2.01,

Completion of Acquisition or Disposition of Assets. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein and in the Offer to Purchase, dated August 6, 2026, and the related Letter of Transmittal, on August 6, 2026, Purchaser commenced a tender offer (the “ Offer ”) to purchase all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“ Shares ”), at a price per Share of $77.00 per Share, net to the seller in…

As a result of the consummation of the Offer, a change in control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On July 26, 2026, Forte Biosciences, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with argenx BV, a private company with limited liability ( besloten vennootschap ) organized under Belgian Law (“ Parent ”), and Avena Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”). The Merger Agreement provides for t…

The filing pertains to the amendment and restatement of the Company’s equity incentive plan, which is a non-management matter.

and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Other Events. A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. Forward Looking Statements This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” o…

Entry into a Material Definitive Agreement. On April 8, 2026, Forte Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC as representative (the “Representative”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering (the “Offering”) of 5,709,936 shares of the Company’s common stock, par value $0.001 per share, at a price to the publi…

Financial Statements and Exhibits. On March 31, 2026, Forte Biosciences, Inc. issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Current Report under

and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On June 24, 2025, Forte Biosciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC, Evercore Group L.L.C., Guggenheim Securities, LLC, and Chardan Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale in a public offering (the “Offering”) of 5,630,450 shar…

Other Events. A copy of the press release announcing the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. Forward Looking Statements This report contains forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” o…

and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits. On March 31, 2025, Forte Biosciences, Inc. issued a press release reporting its financial results for the fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Current Report under

The filing is about compensatory arrangements and equity plan amendments, not a management change.

of this Current Report on Form 8-K. The Company will sell the securities to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Purchasers represented that they are acquiring the securities for investment only and not with a view towards the resale or distribution…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On November 19, 2024, Forte Biosciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain qualified institutional buyers, institutional accredited investors and certain executive officers and senior management (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company…

by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing. Forward Looking Statements This report contains certain forward-looking statements rega…

and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Other Events On September 18, 2024, the parties to the action pending in the Delaware Court of Chancery (the “Court”) captioned Camac Fund, LP v. Wagner, et al. , C.A. No. 2023-0817-MTZ (Del. Ch.) (the “Action”) filed a Stipulation and Proposed Order Dismissing the Action as Moot, which the Court entered on September 20, 2024 (the “Dismissal”). As previously disclosed by the Company in a Form 8-K filed with the U.S Securities and Exchange Commission (the “SEC”) on June 14, 2024, which is inco…

Director — Richard Vincent, Shiv Kapoor: Appointment of new directors to fill vacancies on the board.

Material Modification to Rights of Security Holders. To the extent required by