Management Change/Compensation Form 8 K

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

On September 16, 2024, the Board of Directors (the "Board") of Dianthus Therapeutics, Inc. (the "Company") appointed Steven Romano, M.D. as a Class III director of the Company and as a member of the Science and Technology Committee of the Board (the "S&T Committee"), effective immediately.

In accordance with the Company's current Non-Employee Director Compensation Policy (the "Policy"), Dr. Romano will receive an initial grant of an option to purchase 22,000 shares of the Company's common stock. The option will vest as to one-third of the shares subject to the option on each of the first, second and third anniversaries of the date of grant, subject to Dr. Romano's continued service to the Board through the applicable vesting date.

In addition, consistent with the Policy, Dr. Romano will receive cash compensation of $40,000 per year for his service on the Board, and cash compensation of $5,000 per year for his service as a member of the S&T Committee, payable quarterly and prorated for any calendar quarter of partial service. Dr. Romano will also be eligible to receive annual grants of equity awards pursuant to, and in accordance with, the Policy as in effect from time to time.

In connection with his appointment, Dr. Romano will enter into a standard indemnification agreement in the form previously approved by the Board.