Longeveron Inc. 8-K

What Happened
Longeveron Inc. filed a Form 8‑K on July 14, 2026 disclosing a revised letter agreement dated July 8, 2026 with CEO Stephen Willard that replaces the prior February 11, 2026 agreement. The Revised Agreement removes a previously disclosed salary deferral, confirms a $500,000 annual base salary, establishes an annual cash bonus opportunity, and accelerates the vesting schedule for initial equity awards.

Key Details

• Base salary: $500,000 per year; no longer subject to the prior deferral period.
• Annual cash bonus: target = 45% of base salary; 80% of target tied to corporate goals and 20% discretionary by the Board/Compensation Committee; payout no later than March 31 following the fiscal year.
• Equity vesting: initial awards (200,000 restricted stock units and a stock option for 200,000 shares) will vest quarterly over three years (previously four years).
• Termination/change‑in‑control provisions: if terminated without Cause or for Good Reason, CEO is entitled to unpaid prior bonuses and a prorated current-year bonus (paid at corporate goal level, discretionary 20% subject to Board/Comp Committee). If termination occurs within six months after a Change in Control, Mr. Willard may receive a lump-sum equal to 12 months’ base salary plus 100% of annual bonus (at target), full vesting of outstanding equity, a one-year option exercise period, and certain health continuation (subject to release).

Why It Matters
For investors, the filing clarifies executive pay and incentives for Longeveron’s CEO: salary is now immediately payable at $500K, bonus opportunity is defined and tied mostly to corporate performance, and equity awards vest faster (3 years vs. 4), which can accelerate alignment of management incentives with near‑term company performance. The change to severance and change‑in‑control terms also affects potential post‑transaction payouts and equity treatment. The full Revised Letter Agreement is filed as Exhibit 10.1 to the 8‑K for anyone who wants the complete legal terms.