Faeth Therapeutics, Inc. 8-K

What Happened

• Faeth Therapeutics, Inc. announced on July 21, 2026 that its Board approved one-time, performance-based stock option grants under the 2026 Equity Incentive Plan to employees who were employed as of February 19, 2026. Grants include 398,018 options to CEO Anand Parikh, 84,766 to General Counsel Christopher Gerry, and 30,824 to SVP Finance Josiah Craver.

Key Details

• Grant date/approval: July 21, 2026; eligibility cutoff: employed as of February 19, 2026.
• Exercise price: equal to the Nasdaq closing price on the date of grant.
• Vesting: single tranche on the later of (a) achievement of the Stock Price Hurdle or (b) the first anniversary of grant, subject to continued service.
• Stock Price Hurdle: a 30-consecutive-calendar-day average closing price of at least $70.00 within a four-year performance period (subject to equitable adjustments); if not met or if service terminates before vesting, options are forfeited.
• Change in control: if per-share deal consideration ≥ $70.00, the hurdle is deemed achieved and options vest immediately prior to closing (subject to continued service).
• Note: Gerry and Craver were named executive officers for 2025 but the Board determined in June 2026 they are not “executive officers” under Rule 3b-7.

Why It Matters

• These grants tie potential dilution to a high stock-price target ($70 average), aligning upside to significant share-price appreciation before options vest. For investors, the awards represent potential future dilution if the company’s stock reaches the performance hurdle and holders remain employed through vesting; however, they provide limited immediate dilution because vesting is contingent on the $70 target or a qualifying change in control.