CURIS INC

DEF 14A 1 curis_2026specialmeetingpr.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 17, 2026

NOTICE IS HEREBY GIVEN that a Special Meeting of stockholders of Curis, Inc. (the “Special Meeting”) will be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2026SM on March 17, 2026 at 11:00 a.m. Eastern Time for the purpose of considering and voting upon the following matters:

1. To adopt and approve an amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our capital stock from 73,343,750 to 288,757,150 and the number of authorized shares of our common stock from 68,343,750 to 283,757,150;

2. To approve, in accordance with Nasdaq Listing Rules 5635(c) and (d), the issuance of shares of our common stock upon the conversion of our Series B Preferred Stock and upon the exercise of our Series A Warrants, Series B Warrants and Series C Warrants (or, in certain circumstances, upon the exercise of Pre-Funded Warrants);

3. To approve our 2026 Incentive Plan; and

4. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the adoption and approval of Proposal 1, Proposal 2 and/or Proposal 3.

The board of directors has fixed the close of business on February 5, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting and at any adjournments thereof. The Special Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the Special Meeting online, vote your shares online during the Special Meeting and submit your questions online during the meeting by visiting www.virtualshareholdermeeting.com/CRIS2026SM. There will not be a physical meeting location and you will not be able to attend the Special Meeting in person. Your vote is very important to us. Whether or not you plan to attend the Special Meeting online, it is important for your shares to be represented and voted.

A printed copy of our proxy materials, including a proxy card, is being mailed to our stockholders on or about February 19, 2026 and sent by e-mail to our stockholders who have opted for such means of delivery on or about February 19, 2026.

If you are a stockholder of record, you may vote in one of the following ways:

1. You may submit a proxy to vote over the Internet. If you have Internet access, you may submit a proxy to vote from any location in the world at www.proxyvote.com, by following the instructions on that site or on the “Submit a Proxy to Vote by Internet” instructions on the enclosed proxy card.

2. You may submit a proxy to vote by telephone. You may submit a proxy to vote by calling 1-800-690-6903 and following the instructions provided, or by following the “Submit a Proxy to Vote by Phone” instructions on the enclosed proxy card.

3. You may submit a proxy to vote by mail. If you received a printed copy of the proxy materials by mail and would like to submit a proxy to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it in the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you sign and return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors.

4. You may vote your shares online while virtually attending the Special Meeting. You will be able to attend the Special Meeting online, vote your shares online during the Special Meeting and submit your questions online during the Special Meeting by visiting www.virtualshareholdermeeting.com/CRIS2026SM. You will need your control number included on your proxy card in order to be able to vote during the Special Meeting.

If your shares are held in “street name,” that is, held for your account by a bank, brokerage firm or other nominee, you will receive instructions from the holder of record that you must follow to submit a proxy to vote your shares.

You may revoke your proxy at any time before the Special Meeting by following the procedures described in the proxy statement. Further information about how to attend the Special Meeting online, vote your shares online during the Special Meeting and submit your questions online during the Special Meeting is included in the accompanying proxy statement. All stockholders are cordially invited to attend the Special Meeting.

By Order of the Board of Directors,

James E. Dentzer

President and Chief Executive Officer

Lexington, Massachusetts

February 19, 2026

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ONLINE, WE URGE YOU TO SUBMIT YOUR PROXY TO VOTE YOUR SHARES BY SUBMITTING YOUR PROXY OVER THE INTERNET, OR BY TELEPHONE, OR BY COMPLETING, DATING, SIGNING, AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

128 Spring Street, Building C – Suite 500

Lexington, Massachusetts 02421

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held on March 17, 2026

This proxy statement is furnished in connection with the solicitation by the board of directors of Curis, Inc. of proxies for use at the Special Meeting of Stockholders (“Special Meeting”) to be held virtually on March 17, 2026 at 11:00 a.m. Eastern Time and at any adjournments thereof. The Special Meeting will be held exclusively online via the Internet as a virtual web conference at www.virtualshareholdermeeting.com/CRIS2026SM.

Except where the context otherwise requires, references to “Curis,” “we,” “us,” “our,” and similar terms refer to Curis, Inc. and its subsidiaries. We include our website address (www.curis.com) in this proxy statement only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated into this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for

the Special Meeting of Stockholders to be Held on March 17, 2026:

The proxy statement is available at www.proxyvote.com.

We will mail, or send by e-mail to our stockholders who have opted for such means of delivery, the Notice of Special Meeting, this proxy statement and a proxy card, to our stockholders on or about February 19, 2026.