CNS Pharmaceuticals, Inc. 8-K

What Happened

• CNS Pharmaceuticals (CNSP) filed an 8-K (Feb 17, 2026) announcing that Steve O’Loughlin will become Chief Financial Officer effective March 2, 2026. Christopher Downs, the current CFO, will resign that role and become Senior Vice President – Finance effective the same date.
• The company entered into employment agreements with both executives in February 2026 (O’Loughlin on Feb 10; Downs on Feb 13).

Key Details

• O’Loughlin compensation: $450,000 initial annual base salary; annual bonus eligibility with a 40% of base salary target; initial grant of 9,500 restricted stock units (RSUs) vesting 25% at 6 months, 25% at 12 months, and remaining 50% in twelve quarterly installments thereafter.
• O’Loughlin severance: if terminated without cause or resigns for good reason, six months of base salary (paid over six months), payment of target annual bonus for the period between the end of the last fiscal year and termination, and accelerated vesting of previously granted unvested equity (subject to release and covenants).
• Downs compensation: $350,000 initial annual base salary as SVP–Finance; annual bonus eligibility with a 30% of base salary target; severance of six months base salary if terminated without cause or for good reason (subject to release and covenants).
• Background: O’Loughlin (age 41) was CFO of Actinium Pharmaceuticals through Feb 2026 and has prior finance and investment banking experience; the filing discloses no related-party transactions or family relationships requiring disclosure.

Why It Matters

• This is a material leadership change in CNSP’s finance function: a new CFO and a retained senior finance executive indicate planned continuity while shifting responsibilities.
• Investors should note the specific compensation commitments (base salaries, bonus targets, RSU grant and vesting, and six-month severance protections) because they affect executive incentives and could have modest implications for future compensation expense and equity dilution.