📜 What This Document Is 📜

This document is Keros Therapeutics, Inc.'s (KROS) definitive Proxy Statement for the 2026 Annual Meeting of Stockholders. Essentially, it is a formal annual report that tells you exactly what the company is doing, who is running it, and—most importantly—what decisions they want you, the stockholder, to vote on.

The filing details the company’s strategic progress in 2025, introduces its corporate governance structure, and outlines the mechanics of the vote for the Annual Meeting, scheduled for June 3, 2026, in a virtual format only. 👉 In short, if you own KROS stock, this is your guide for participation in the annual corporate vote.

🧪 Keros' Strategic Focus and Pipeline Shift 🧬

The company begins by setting a critical strategic tone: sharpening its focus and allocating resources to its most promising drug candidates. The narrative highlights a significant, deliberate shift in development strategy for the coming year.

• Lead Candidate Focus: Keros has decided to exclusively prioritize rinvatercept (KER-065), an asset designed to treat Duchenne muscular dystrophy (DMD). This move signals deep confidence in rinvatercept’s therapeutic potential for DMD patients.
• Portfolio Rationalization: The company announced the discontinuation of two other development programs:
  • cibotercept (KER-012): Development activities were discontinued.
  • Cibotercept in PAH: This termination followed the analysis of safety and efficacy data from the TROPOS Phase 2 clinical trial in pulmonary arterial hypertension (PAH). The company stated this was a necessary decision to prioritize patient safety.
• Advancing to Phase 2: Following positive results from the Phase 1 clinical trial for rinvatercept (achieving key objectives for safety, tolerability, pharmacokinetics, and pharmacodynamics), Keros is preparing to advance into a Phase 2 clinical trial for DMD.
• New Indications: Beyond DMD, Keros is actively evaluating rinvatercept for other indications, including amyotrophic lateral sclerosis (ALS). In March 2026, the company announced an agreement with the Massachusetts General Hospital to design a Phase 2 clinical trial for ALS, utilizing the Healey ALS MyMatch program.

💸 Capital Returns and Financial Flexibility 💰

In line with its strategic focus, the company outlined a plan to reward shareholders while maintaining operational flexibility.

• Capital Return Program: The Board authorized a $375 million capital return program.
• Execution: This program was completed through a combination of share repurchases, including a tender offer that concluded in November 2025.
• Why it Matters: Management views this capital return as a way to deliver immediate value to stockholders while ensuring they retain the necessary financial flexibility to fund the continued clinical advancement of rinvatercept.

👨‍💼 Board Leadership and Structure ✨

A proxy statement spends significant time detailing who is running the company and how the oversight process works. Keros detailed its governance changes and the qualifications of its directors.

• Director Updates: The Board has seen continuous refreshment, adding three new directors over the past five years.
• Key Appointments:
  • Jean-Jacques Bienaimé (newly appointed in March 2026) joined the Board, bringing deep expertise in healthcare finance and capital markets.
  • Carl Gordon, Ph.D., C.F.A. stepped down from the Board.
• Board Diversity: The Board has stated that its collective expertise spans biotechnology and pharmaceutical sectors, covering drug discovery, clinical development, regulatory strategy, and commercialization.

🧑‍⚖️ Board Governance and Oversight Systems 🛡️

The Board of Directors uses formal committees to manage risks and guide decision-making. This section clarifies that the Board oversees risk management through multiple channels, even though it does not have a single "standing risk management committee."

• Audit Committee (Chair: Dr. Gray): This committee oversees financial and accounting processes. Its key responsibilities include reviewing annual and quarterly financial statements, monitoring the independent auditor (Deloitte & Touche LLP), and reviewing major financial risks, including data privacy and cybersecurity.
• Compensation Committee (Chair: Dr. Seth): This committee is responsible for reviewing and approving the compensation strategies and packages for executive officers. They evaluate whether compensation incentives might encourage unnecessary risks.
• Nominating and Corporate Governance Committee: This committee manages governance practices and monitors the effectiveness of the Corporate Governance Guidelines, including identifying risks related to board independence and succession planning.
• Board Meeting Attendance: During 2025, the Board met 22 times, and each director attended 75% or more of the total meetings.

🔄 Leadership Structure and Governance Changes 🚀

The Board’s internal structure underwent significant changes in 2025, specifically regarding the roles of the Chair and CEO.

• The Initial Change (July 2024): The Board initially determined that combining the Chair and CEO roles under Dr. Seehra was in the best interests of the company.
• The Adjustment (August 2025): The Board then announced a strategic realignment. Dr. Seehra assumed the role of President and Chief Executive Officer, but stepped down as Chair.
• Separation for Oversight: Mr. Bienaimé assumed the role of Chair effective August 2025. The Board stressed that separating the Chair and CEO positions strengthens the Board's independence and enhances objective oversight of management.

💼 Executive Compensation and Oversight Details 📊

This section covers the rules and procedures governing executive pay, specifically the advisory "Say-on-Pay" vote.

• Audit Committee Confirmation: The committee recommended that the audited financial statements for the year ended December 31, 2025, be included in the 10-K filing.
• Compensation Committee Charter: This committee is tasked with reviewing, adopting, and approving the company’s overall compensation strategy, performance goals, and equity incentive plans.
• Consultant Engagement: In February 2025, the Compensation Committee engaged Aon plc (a compensation consulting platform of Aon Consulting Inc.) to assist with their services. This selection was made without input from management, demonstrating compliance with governance standards.

🗓️ Annual Meeting Logistics and Voting Mechanics 🗳️

The filing provides detailed instructions for participating in the vote, whether the stockholder attends or not.

• Meeting Details: The 2026 Annual Meeting will be held on Wednesday, June 3, 2026, at 11:00 a.m. Eastern time and will be virtual-only.
• Record Date: Only stockholders of record as of April 6, 2026, may vote. On this date, there were 19,787,837 shares of common stock outstanding and entitled to vote.
• Voting Process: Stockholders do not need to attend to vote. Instructions are provided for voting via:
  • Telephone (1-866-402-3905).
  • Internet (www.FCRvote.com/KROS).
  • Printed proxy card.
• Key Proposals: Stockholders are asked to vote on three proposals:
  1. Election of two (2) Class III directors (Jean-Jacques Bienaimé and Charles Newton).
  2. Ratification of Deloitte & Touche LLP as the independent public accounting firm.
  3. Advisory approval of Named Executive Officer compensation.

📜 Stockholder Proposals and Future Deadlines 📬

The company provided specific dates and rules for stockholders who wish to propose matters for future meetings.

• 2027 Proposal Submission: To be considered for inclusion in the 2027 proxy materials, stockholders must submit their proposal in writing by December 23, 2026.
• 2027 Notice Deadlines: For advanced notice of stockholder proposals not intended for the official proxy statement, the notice must be received between March 5, 2027, and the latest of two dates: the 120th day prior to the 2027 Annual Meeting, or the 10th day following the public announcement of the 2027 Annual Meeting date.
• Corporate Contact: All written submissions should be addressed to the Corporate Secretary at Keros Therapeutics, Inc., 1050 Waltham Street, Suite 302, Lexington, Massachusetts 02421.

📞 Contact and Resource Information 📧

For those needing further help or documentation, the following contacts and resources are provided.

• Physical Address: Keros Therapeutics, Inc., 1050 Waltham Street, Suite 302, Lexington, Massachusetts 02421.
• Virtual Meeting Contact: For technical difficulties during the Annual Meeting, stockholders can email [email protected] or call 1-866-612-8937.
• Annual Meeting Details: The Annual Meeting is held on Wednesday, June 3, 2026, at 11:00 a.m. Eastern time and requires registration at https://web.viewproxy.com/Keros/2026 by 11:59 PM Eastern time on June 2, 2026.

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🧠 The Analogy 🚌

Voting on a Proxy Statement is like attending a highly formal, shareholder "town hall" that you don't even have to physically attend. The company is presenting its annual plan, detailing who the captains (the board) are, showing its roadmap (the pipeline), and then handing you a ballot with specific questions (the proposals) that they need you to answer—and they need you to answer them before the meeting even begins.

🧩 Final Takeaway 💡

Keros is executing a disciplined, focused strategy centered on rinvatercept, while simultaneously enhancing corporate governance by reinforcing independent oversight and returning capital to shareholders. Reviewing this proxy statement is essential because it dictates the board's structure, the company's strategic direction, and the legal mandate for the upcoming year.