CERUS CORP 8-K

What Happened

• Cerus Corporation announced on April 17, 2026 that its board adopted a new Severance Plan and entered into individual participation agreements with certain officers, replacing prior severance arrangements. The named participants are Kevin D. Green (CFO), Vivek Jayaraman (COO), Richard Benjamin, Ph.D. (CMO) and Chrystal N. Jensen (Chief Legal Officer, General Counsel and Secretary).
• The Severance Plan provides specified cash severance, COBRA health-premium continuation and full accelerated vesting and exercisability of outstanding equity awards in certain termination scenarios, including terminations without cause or resignations for good reason in connection with a change of control.

Key Details

• Effective date: Board adopted the plan April 17, 2026; participation agreements executed thereafter.
• Change-of-control severance: lump-sum cash = 18 months base salary + 1.5× target annual bonus (24 months base + 2× bonus for Mr. Jayaraman if he is serving as CEO at that time). COBRA premiums paid for same duration (18 or 24 months) and full acceleration/exercisability of equity awards.
• Non-change-of-control terminations: Kevin Green and Chrystal Jensen receive 12 months base salary (paid on payroll dates) and up to 12 months COBRA premium continuation in exchange for a release of claims; Vivek Jayaraman receives the same while serving as COO. If Jayaraman is serving as President & CEO and terminated outside a change of control, he receives 12 months salary continuation, 12 months COBRA, full equity acceleration, and—if termination occurs after Sept. 30—a prorated annual bonus for that year.
• Participation agreements supersede prior severance arrangements for the named officers.

Why It Matters

• For investors, the filing clarifies the company’s executive severance obligations and potential cash and equity-related costs that Cerus could incur on certain officer terminations or in a change-of-control transaction. These provisions affect executive incentives (including change-of-control protections) and could have implications for future compensation expense, liquidity needs, or transaction negotiations if a departure or acquisition occurs.