Prime Medicine, Inc. 8-K

What Happened
Prime Medicine, Inc. announced on April 7, 2026 (effective April 16, 2026) the appointment of Svetlana Makhni as its Chief Financial Officer and principal financial officer. Ms. Makhni, age 42, has over 20 years of finance experience including recent CFO roles at Marengo Therapeutics (June 2022–April 2026) and Escient Pharmaceuticals (May 2021–June 2022), prior investment banking experience (2006–2019), an M.B.A. from Harvard Business School and a B.S. from Wharton. Allan Reine will step down from the role of principal financial officer for Section 16 purposes effective April 16, 2026 but will remain CEO.

Key Details

• Start/effective date: April 16, 2026.
• Cash compensation: $495,000 annual base salary and a $40,000 one-time sign-on bonus; eligible for an annual target bonus equal to 40% of base salary.
• Equity grants: stock option to purchase 800,000 shares (exercise price = Nasdaq closing price on grant date); 25% vests at 1 year, remaining 75% vests monthly over the next 36 months. Additional 100,000‑share option subject to achievement of performance milestones.
• Severance/benefits: if terminated without cause or resigns for good reason (subject to a separation agreement), payable benefits include (i) 9 months base salary + 0.75x target bonus (paid in equal installments over 9 months) and continuation of company‑paid portion of health premiums for up to 9 months (subject to COBRA and co‑payment); if termination occurs within 12 months after a change in control, she would receive a lump sum equal to 12 months base + 1.0x target bonus, 12 months of company‑paid health premium (subject to conditions), and full vesting of time‑based equity (performance awards vest at target).
• No related‑party or family relationships were reported; the employment agreement is filed as Exhibit 10.1.

Why It Matters
A CFO appointment affects who manages financial strategy, reporting and investor communications. The compensation and equity package are material to corporate expenses and potential future share dilution (option grants total 900,000 shares subject to exercise and vesting terms). Severance and change‑in‑control provisions clarify potential future cash obligations and accelerated equity vesting that investors should consider when assessing governance and potential costs in a transaction or leadership change.