Rein Therapeutics, Inc.
For the period ended Jul 20, 2026. Filed Jun 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 20, 2026 · Filed Jun 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(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 2(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(737) 802-1989
June 8, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Rein Therapeutics, Inc., to be held on Monday, July 20, 2026 at 9:00 a.m., Eastern Time.
The purposes of the Annual Meeting are set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.
The Annual Meeting will be a virtual meeting of stockholders, conducted solely online via live webcast. There is no physical location for the Annual Meeting. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MM4MRP6. Further information about how to attend the Annual Meeting online, vote your shares during the meeting and submit questions during the meeting is included in the accompanying Proxy Statement.
The enclosed Notice of 2026 Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Also enclosed for your review is our Annual Report to stockholders, which contains detailed information concerning our activities and operating performance.
Stockholders of record at the close of business on May 21, 2026, will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
Your vote is important to us. Whether or not you plan to attend the Annual Meeting, and regardless of the number of shares of Rein Therapeutics that you own, it is important that your shares be represented and voted. Please vote electronically over the Internet, or if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend. If you decide to attend the Annual Meeting, you will still be able to vote online during the Annual Meeting, even if you previously submitted your proxy.
On behalf of the Board of Directors of Rein Therapeutics, Inc., we thank you for your ongoing support and continued interest.
Sincerely,
/s/ Josef H. von Rickenbach
Josef H. von Rickenbach
Chairman of the Board
(737) 802-1989
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time | July 20, 2026 at 9:00 a.m., Eastern Time |
|---|---|
| Location | The Annual Meeting will be a virtual meeting of stockholders, conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MM4MRP6. |
| Items of Business | 1.Election of two Class III directors named in the attached Proxy Statement to serve on our Board of Directors until our 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified.2.Approval of an amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock from 100 million shares to 200 million shares.3.Ratification of the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the Company for the year ending December 31, 2026.4.Approval, on an advisory basis, of the named executive officer compensation disclosed in the attached Proxy Statement.5.Other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof. |
| Record Date | You are entitled to vote if you were a stockholder of record as of the close of business on May 21, 2026. |
Your vote is very important. Please submit your proxy or voting instructions as soon as possible to ensure that your shares will be represented at the Annual Meeting, whether or not you expect to attend the Annual Meeting.
By Order of the Board of Directors,
/s/ Brian Windsor, Ph.D.
Brian Windsor, Ph.D.
President and Chief Executive Officer
Austin, Texas
June 8, 2026
Important Notice Regarding Internet Availability of Proxy Materials: The attached Proxy Statement and our 2025 Annual Report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available atwww.envisionreports.com/RNTX. These documents are also available to any stockholder who wishes to receive a paper copy by calling 1-866-641-4276, or by emailing investorvote@computershare.com with “Proxy Materials Rein Therapeutics” in the subject line, or by submitting a request over the Internet atwww.envisionreports.com/RNTX.
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| GENERAL MEETING AND VOTING INFORMATION | ||
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 2 | |
| PROPOSAL 1. ELECTION OF CLASS III DIRECTORS | 7 | |
| Nominees for Election as Class III Directors | 7 | |
| Corporate Governance Policies and Practices | 9 | |
| Corporate Governance Guidelines | 9 | |
| Board Leadership Structure | 9 | |
| Board Determination of Independence | 10 | |
| Board of Director Meetings and Attendance | 10 | |
| Communicating with our Directors | 10 | |
| Continuing Directors | 11 | |
| Committees of the Board of Directors | 12 | |
| Director Nomination Process | 13 | |
| Insider Trading Policy | 14 | |
| Anti-Hedging Policy | 14 | |
| Clawback Policy | 14 | |
| Compensation Committee Interlocks and Insider Participation | 15 | |
| Code of Business Conduct and Ethics | 15 | |
| PROPOSAL 2. APPROVAL TO INCREASE AUTHORIZED SHARES OF COMMON STOCK | 16 | |
| PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 | |
| Changes in Registrant’s Certifying Accountant | 18 | |
| Audit Fees and Services | 19 | |
| Pre-Approval Policies and Procedures | 19 | |
| PROPOSAL 4. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 20 | |
| Executive Officers and Compensation | 21 | |
| Executive Officers | 21 | |
| Executive Compensation | 21 | |
| Summary Compensation Table | 21 | |
| Outstanding Equity Awards at Fiscal Year End 2025 | 24 | |
| Pay versus Performance | 24 | |
| Director Compensation | 27 | |
| Policies and Practices Related to the Grant of Equity Awards | 28 | |
| STOCK OWNERSHIP AND REPORTING | 29 | |
| TRANSACTIONS WITH RELATED PERSONS | 31 | |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 34 | |
| OTHER MATTERS | 35 | |
| APPENDIX A: CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION | 36 | |
Rein Therapeutics, Inc. | 2026 Proxy Statementi
PROXY STATEMENT FOR THE
2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 2026
This proxy statement (this “Proxy Statement”) and the proxy card (the “Proxy Card”) are being furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Rein Therapeutics, Inc. for use at the annual meeting of stockholders to be held on Monday, July 20, 2026, at 9:00 a.m., Eastern Time (the “Annual Meeting”), and any adjournment thereof. The Annual Meeting will be held in a virtual meeting format only via the Internet. At the Annual Meeting, holders of shares of common stock of Rein Therapeutics, Inc. at the close of business on May 21, 2026 (the “Record Date”) will be able to attend, vote and submit questions by visitingwww.meetnow.global/MM4MRP6. Stockholders do not need to register to attend the Annual Meeting. Stockholders who hold their shares through an intermediary, such as a bank, broker or other nominee, who wish to attend the Annual Meeting must submit proof of their legal proxy reflecting their holdings and their name and email address to our transfer agent no later than 5:00 p.m., Eastern Time on July 15, 2026. Stockholders will receive confirmation of their registration by email after our transfer agent receives their registration materials. Further information about how to attend the Annual Meeting online, vote your shares of common stock during the Annual Meeting and submit questions during the Annual Meeting is included in this Proxy Statement.
Except where the context otherwise requires, references to “Rein Therapeutics,” “the Company,” “we,” “us,” “our,” and similar terms refer to Rein Therapeutics, Inc., a Delaware corporation.
The Board is using this Proxy Statement to solicit proxies for use at the Annual Meeting. This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote. All properly submitted proxies will be voted in accordance with the instructions contained in those proxies.
Instead of mailing a paper copy of this Proxy Statement and our Annual Report to stockholders for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with this Proxy Statement, the “Proxy Materials”), we are providing access to our Proxy Materials over the Internet under the “notice and access” rules of the Securities and Exchange Commission (the “SEC”). As a result, we are mailing stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of the Proxy Materials. We are mailing the Notice on or about June 8, 2026, and it contains instructions on how to access the Proxy Materials over the Internet. The Notice also contains instructions on how stockholders can receive a paper copy of the Proxy Materials.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to be Held on July 20, 2026:
This Proxy Statement and the Annual Report are available for viewing, printing, and downloading atwww.envisionreports.com/RNTX.
A copy of the Annual Report, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Rein Therapeutics, Inc., 12407 N. Mopac Expy. Suite 250 #390, Austin, Texas 78758, or by calling 1-866-641-4276, by emailing investorvote@computershare.com with “Proxy Materials Rein Therapeutics” in the subject line, or by submitting a request over the Internet atwww.envisionreports.com/RNTX. This Proxy Statement and the Annual Report are also available on the SEC’s website at www.sec.gov.
Rein Therapeutics, Inc. | 2026 Proxy Statement 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.