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.

Appointment of Director

On September 17, 2024, the Board of Directors (the "Board) of Forte Biosciences, Inc. (the "Company"), upon recommendation of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), appointed Richard Vincent and Shiv Kapoor to the Board to fill the vacancies on the Board created by the resignations of each of Donald A. Williams and Lawrence Eichenfield, each of whom had tendered their resignation from the Board as detailed below, in each case effective September 17, 2024. Mr. Vincent and Mr. Kapoor will each serve as a Class II director, with a term expiring at the annual meeting of stockholders to be held in 2025. In addition, the Board appointed Mr. Vincent as chairperson of the Audit Committee of the Board and appointed Mr. Kapoor as a member of the Nominating Committee.

Richard Vincent, 61, has served as the Chief Financial Officer for Oncternal Therapeutics, Inc., a clinical-stage biopharmaceutical company, since April 2017. Mr. Vincent served as the Chief Financial Officer and Treasurer of VelosBio Inc. from the spin out of assets out of Oncternal Therapeutics in early 2017 through its Series A financing in late 2018. Mr. Vincent also currently serves as a Chief Financial Advisor for GenrAb, Inc. and Medcura, Inc., both privately held biotechnology companies, and has served as the Chief Financial Officer of Nerveda, LLC, an investment fund, since 2011. Previously, Mr. Vincent has served as Chief Financial Officer to multiple pharmaceutical, biotech and medical device companies, including Avalyn Pharma (co-founder),Meritage Pharma, and Elevation Pharmaceuticals from 2012 through 2017. Mr. Vincent served as the Chief Financial Officer and Secretary of Sorrento Therapeutics from January 2011 through February 2015. Mr. Vincent also served as Chief Financial Officer for Verus Pharmaceuticals, a pharmaceutical company, from 2004 to 2008, and Women First Healthcare from 2003 to 2005. Mr. Vincent started his career serving in a number of positions with Deloitte & Touche LLP, the last of which was senior manager, where he specialized in emerging growth and publicly-reporting companies. Mr. Vincent became a Certified Public Accountant in California in 1989 and holds a B.S. degree in business with an emphasis in accounting from San Diego State University.

Shiv S. Kapoor, 49, has served as a Co-Founderof Stonegate Healthcare, a capital markets advisory firm, since June 2021. Mr. Kapoor founded BioRamon Pharmaceuticals, a biopharmaceutical company involved in early discovery and research of oncology medicine, and has served as BioRamon's Chief Executive Officer and a member of the Board since March 2020. Since February 2022, Mr. Kapoor has served as a board member of Microvascular Therapeutics, Inc., a biotechnology company. Mr. Kapoor previously served as the Vice President, Strategic Planning & Investor Relations at Spectrum Pharmaceuticals, Inc., a biopharmaceutical company, from November 2011 to March 2020. Mr. Kapoor served as a Managing Director at RBC Capital Markets from June 2008 to November 2011. Prior to RBC, Mr. Kapoor served in a number of positions in the biotechnology sector as an analyst, biostatistician, and scientist. Mr. Kapoor has a B.A. degree in Molecular Cell Biology from UC Berkeley and an MBA from the University of Chicago Booth School of Business.

Mr. Vincent and Mr. Kapoor will each be compensated in accordance with the Company's amended and restated non-employeedirector compensation policy (the "Policy"), a copy of which has been filed as Exhibit 10.17 of the Company's Annual Report on Form 10-Kfor the year ending December 31, 2023, as filed with the Securities and Exchange Commission on March 18, 2024. Pursuant to the Policy, Mr. Vincent will be entitled to receive $42,500 per year for service as a member of the Board and a total of $24,000 per year for service as a member of and chairperson of the Audit Committee, each paid quarterly in arrears on a pro-ratabasis. Pursuant to the Policy, Mr. Kapoor will be entitled to receive $42,500 per year for service as a member of the Board and $5,000 per year for service as a member of the Nominating Committee, each paid quarterly in arrears on a pro-ratabasis.

In connection with his appointment to the Board as a non-employeedirector and pursuant to the Company's 2021 Equity Incentive Plan and the Policy, each of Mr. Vincent and Mr. Kapoor also automatically received a stock option for 2,000 shares of Common Stock of the Company, which will vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of the date of grant, each subject to Mr. Vincent and Mr. Kapoor's respective continued service on the Board through each applicable vesting date.

Mr. Vincent and Mr. Kapoor have each entered into the Company's standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 of the Company's Registration Statement on Form S-1(File No. 333-216574),as amended, originally filed on March 9, 2017.

There is no arrangement or understanding between Mr. Vincent or Mr. Kapoor and any other persons pursuant to which Mr. Vincent or Mr. Kapoor was elected as a director. In addition, neither Mr. Vincent nor Mr. Kapoor are a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.There are no family relationships between Mr. Vincent or Mr. Kapoor and any of the Company's directors or executive officers.

Resignation of Directors

On September 17, 2024, each of Donald A. Williams and Lawrence Eichenfield notified the Company of his resignation as a member of the Board and from all committees of the Board on which he served, in each case effective as of September 17, 2024. Neither Mr. Williams' nor Dr. Eichenfield's resignations are the result of any disagreement with the Company relating to the Company's operations, policies or practices.

Director Reclassification

In connection with the resignation of Mr. Williams and Dr. Eichenfield from the Board and the appointment of Mr. Vincent and Mr. Kapoor to the Board, in order to maintain all classes of the Board as nearly equal in number as is practicable and to allow stockholders the opportunity to vote on the newly appointed members of the Board, on September 17, 2024, Steven Kornfeld and Scott Brun each resigned as a Class II director and was immediately reappointed to the Board as a Class III director (with a term expiring at the Company's 2026 annual meeting of stockholders), in each case effective as of September 17, 2024. Each of Mr. Kornfeld and Mr. Brun's resignation and reappointment was solely to maintain the size of each class of directors as nearly equal in number as possible and to allow stockholders the opportunity to vote on the newly appointed members of the Board, and their service on the Board continued uninterrupted without any break in service.