Does Barinthus Biotherapeutics (BRNS) include risk disclosures related to this leadership change?

Yes. The company frames the planned departure and its timing as forward-looking statements subject to risks and uncertainties. It highlights broader risks around clinical development, regulatory developments, restructuring, funding and cash estimates, referencing its Form 10-K and subsequent SEC reports.

Barinthus Biotherapeutics (NASDAQ: BRNS) principal accounting officer to step down

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Barinthus Biotherapeutics plc reports that Gemma Jones, who serves as its principal accounting officer through CFGI, has notified the company she will step down from that role effective April 30, 2026.

The company includes extensive forward-looking statements language, noting that the planned departure and related timing are subject to risks and uncertainties tied to its development pipeline, regulatory environment, restructuring efforts and funding. It refers readers to its Annual Report on Form 10-K for the year ended December 31, 2025 and other SEC filings for additional risk factors.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Notification date: March 27, 2026 Effective departure date: April 30, 2026 10-K year-end reference: December 31, 2025

3 metrics

Notification date March 27, 2026 Date Gemma Jones notified Barinthus she will step down

Effective departure date April 30, 2026 Date Gemma Jones will step down as principal accounting officer

10-K year-end reference December 31, 2025 Year-end for the company’s referenced Form 10-K

Key Terms

principal accounting officer, forward-looking statements, Emerging growth company, pipeline prioritization and corporate restructuring

4 terms

principal accounting officer financial

"Gemma Jones provides services...and serves as the Company’s principal accounting officer."

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

forward-looking statements regulatory

"This on Form 8-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

pipeline prioritization and corporate restructuring financial

"the risk that the Company may not achieve the anticipated benefits of its pipeline prioritization and corporate restructuring"

Understanding 8-K Material Events →

03/31/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2026

BARINTHUS BIOTHERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales

001-40367

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Barinthus Biotherapeutics plc

20400 Century Blvd, Suite 210

Germantown, MD 20874

(Address of principal executive offices, including zip code)

443 917-0966

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trade Symbol(s)	Name of each exchange on which registered
American Depositary Shares	BRNS	The Nasdaq Global Market
Ordinary shares, nominal value £0.000025 per share*

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 x

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. ¨

American Depositary Shares may be evidenced by American Depositary Receipts. Each American Depositary Share represents one (1) ordinary share. Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Global Market. The American Depositary Shares represent the right to receive ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American Depositary Shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8.

00-0000000

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Gemma Jones provides services to Barinthus Biotherapeutics plc (the “Company”) as an employee of CFGI and serves as the Company’s principal accounting officer. On March 27, 2026, Ms. Jones notified the Company that she will step down as the Company’s principal accounting officer, effective as of April 30, 2026.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, which can generally be identified as such by use of the words “expect,” “will,” and similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include, without limitation, express or implied statements regarding the intended departure of the Company’s principal accounting officer and the timing thereof. Any forward-looking statements in this Current Report on Form 8-K are based on management’s current expectations and beliefs and are subject to numerous risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K, including, without limitation, risks and uncertainties related to the success, cost and timing of the Company’s pipeline development activities and planned and ongoing clinical trials, the Company’s ability to execute on its strategy, regulatory developments, the risk that the Company may not achieve the anticipated benefits of its pipeline prioritization and corporate restructuring, the Company’s ability to fund its operations and access capital, the Company’s preliminary estimates of its cash and cash equivalents, including the risk that final financial results may differ materially from the Company’s preliminary estimates, and other risks identified in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q and subsequent filings with the SEC. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

SIGNATURE

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

	Barinthus Biotherapeutics plc

Date: March 31, 2026	By:	/s/ William Enright
		William Enright
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Barinthus Biotherapeutics (BRNS) announce about its principal accounting officer?

Barinthus Biotherapeutics announced that Gemma Jones, who serves as principal accounting officer through CFGI, has notified the company she will step down. The change affects the company’s senior finance leadership and is formally disclosed in a current report filed under U.S. securities rules.

When will Gemma Jones step down from Barinthus Biotherapeutics (BRNS)?

Gemma Jones informed Barinthus Biotherapeutics on March 27, 2026 that she will step down as principal accounting officer effective April 30, 2026. This provides a short transition window for the company’s finance function before her departure becomes effective at the end of April 2026.

How is Gemma Jones engaged by Barinthus Biotherapeutics (BRNS)?

The filing states that Gemma Jones provides services to Barinthus Biotherapeutics as an employee of CFGI while serving as the company’s principal accounting officer. This means her role is delivered through CFGI rather than as a direct employee of Barinthus itself.

What cautionary language does Barinthus Biotherapeutics (BRNS) provide about forward-looking statements?

Barinthus notes that forward-looking statements, including those on the principal accounting officer’s intended departure, are based on current expectations and may differ from actual results. It cautions against undue reliance and states it has no obligation to update such statements publicly after the report date.

Filing Exhibits & Attachments

4 documents