FRACTYL HEALTH, INC. 8-K

What Happened
Fractyl Health, Inc. (GUTS) filed an 8‑K reporting a CFO transition: the Board appointed Lara Smith Weber as Chief Financial Officer effective January 12, 2026. Ms. Smith Weber will replace Lisa Davidson, who resigned as CFO and from all company roles effective December 31, 2025; the filing states the resignation was not due to any disagreement with the Board or management. The company issued a press release on January 6, 2026 announcing the transition.

Key Details

• Appointment & start: Lara Smith Weber appointed Dec 30, 2025; start date January 12, 2026; will be principal financial and accounting officer.
• Compensation package: one‑time signing bonus $150,000; annual base salary $492,100; target annual bonus = 40% of base salary.
• Equity grant: option to purchase 1,036,800 shares, exercise price = closing price on Jan 12, 2026; 4‑year vesting (25% at 1 year, then monthly).
• Separation & consulting for prior CFO: Lisa Davidson receives $450,000 (12 months base) + $180,000 (2025 bonus), up to 18 months Company‑paid COBRA, full vesting of time‑based equity, 12‑month post‑termination option exercise period; she will provide up to 3 months consulting at $400/hour.

Why It Matters
A CFO change is material for investors because it affects who will lead financial reporting, capital management and investor communications. The filing details immediate cash obligations (Davidson’s separation payments totaling $630,000 plus potential COBRA costs and equity vesting) and a significant equity grant to the new CFO (1,036,800‑share option), both of which can affect near‑term cash flow and potential dilution. The employment and severance terms (including enhanced payments around a change in control and accelerated vesting) are also relevant to governance and any strategic transaction considerations. The company disclosed these terms and related agreements in Exhibits and a press release dated January 6, 2026.