00015495952025FYfalse00015495952025-03-112025-03-11

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

(d)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On March 11, 2025, the board of directors (the “Board”) of Nurix Therapeutics, Inc. (the “Company”), following a recommendation from the Nominating and Corporate Governance Committee of the Board, appointed Roy D. Baynes, MB.Bch., M.Med., Ph.D., to serve as a director of the Company and as a member of the Clinical and Commercialization Committee of the Board (the “Clinical and Commercialization Committee”), effective immediately. Dr. Baynes will serve as a Class II director whose term will expire at the Company’s 2025 annual meeting of stockholders.

Dr. Baynes’s compensation will be as provided under the Company’s non-employee director compensation program (the “Non-Employee Director Compensation Program”). In connection with his election as a non-employee director of the Board and consistent with the Non-Employee Director Compensation Program, Dr. Baynes will receive a pro rata portion of the $50,000 annual retainer for service as a director for the remaining portion of the Company’s fiscal year ending November 30, 2025, and a pro rata portion of the $5,000 annual retainer for service as a member of the Clinical and Commercialization Committee of the Board for the remaining portion of the Company’s fiscal year ending November 30, 2025. In addition, consistent with the Non-Employee Director Compensation Program, the Board granted to Dr. Baynes, effective March 11, 2025 (the “Grant Date”), a stock option to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price equal to the closing sale price of the Common Stock on the Grant Date, as reported by the Nasdaq Global Market, which will vest monthly over three years, subject to Dr. Baynes’s continued service as a director on the Board (the “Initial Award”). Dr. Baynes will also receive the customary annual equity compensation paid to non-employee directors on the date of each annual meeting of stockholders, which as currently constituted under the Non-Employee Director Compensation Program shall consist of a stock option to purchase 25,000 shares of Common Stock, vesting on the earlier of the date of the next annual meeting of stockholders or one year from the date of grant, subject to Dr. Baynes’s continued service as a director on the Board through such date (each such award, an “Annual Award”). The Initial Award and each Annual Award will accelerate in full upon the consummation of a Corporate Transaction (as defined in the Company’s 2020 Equity Incentive Plan).

The Company has entered into its standard form of indemnification agreement with Dr. Baynes. The form of the indemnification agreement was previously filed by the Company as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 2, 2020 (File No. 333-239651) and is incorporated by reference herein.

There are no arrangements or understandings between Dr. Baynes and any other persons pursuant to which Dr. Baynes was selected as a member of the Board. There are also no family relationships between Dr. Baynes and any director or executive officer of the Company, nor does Dr. Baynes have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the press release announcing Dr. Baynes’s appointment to the Board is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.

(d)Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.