Arcturus Therapeutics (NASDAQ: ARCT) CFO exit and interim finance leadership

Rhea-AI Filing Summary

Arcturus Therapeutics Holdings Inc. reported that Chief Financial Officer and director Andy Sassine will leave the company under a mutual, amicable separation, with his employment ending on December 31, 2025 and his Board service ending on December 11, 2025. He indicated that his departure is not due to any disagreement regarding the company’s operations, policies, or practices, and the Board reduced its size from nine to eight members.

Under a Separation Agreement, Sassine is entitled to a lump-sum severance equal to 12 months of base salary, bonus eligibility if and when paid to the Chief Executive Officer, reimbursement of certain attorney’s fees, up to 18 months of COBRA premiums, and accelerated vesting plus a 24‑month post‑termination exercise period for his stock options beginning December 31, 2025, after a seven‑day revocation period. On December 12, 2025, Controller Joe Roberts, age 43, was appointed interim principal financial officer and interim principal accounting officer, under an existing Employment Agreement that provides a base salary of $219,580, bonus eligibility up to 20% of base salary, and participation in the company’s benefit and equity plans.

Insights

Equity analyst – corporate governance and compensation

CFO departure is notable, but amicable terms and an experienced internal interim appointee help limit perceived disruption.

The company disclosed that CFO and director Andy Sassine is departing under a mutually agreed, amicable separation, with his employment ending on December 31, 2025. He explicitly indicated the move is not due to disagreements over operations, policies, or practices, and the Board size is being reduced from nine to eight members. This points to a planned leadership change rather than an open conflict.

The Separation Agreement provides a relatively robust package: a lump-sum payment equal to 12 months of base salary, potential bonus aligned with the Chief Executive Officer, reimbursement of certain attorney’s fees, up to 18 months of COBRA premiums, and full option vesting with a 24‑month exercise window starting December 31, 2025, all contingent on a seven‑day revocation period lapsing. Investors often scrutinize such terms for alignment, but these are clearly laid out.

Succession is addressed by elevating Controller Joe Roberts, age 43, to interim principal financial officer and principal accounting officer as of December 12, 2025. His background includes roles at Qualcomm, Ernst & Young, and Grant Thornton, and his Employment Agreement provides a base salary of $219,580, bonus eligibility up to 20% of base salary, and standard benefits, with no special new arrangements or related‑party ties disclosed. Overall, this reads as an internally managed transition with defined economic terms rather than a sudden destabilizing event.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

ARCTURUS THERAPEUTICS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38942		32-0595345
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10285 Science Center Drive

San Diego, California 92121

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 900-2660

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		ARCT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, Arcturus Therapeutics Holdings, Inc., a Delaware corporation (the “Company”) and Andy Sassine, Chief Financial Officer of the Company and a member of the Company’s Board of Directors (the “Board”), mutually agreed to end their employment relationship in an amicable manner effective December 31, 2025 (the “Separation Date”). Mr. Sassine also stepped down as a member of the Board on December 11, 2025. Mr. Sassine indicated to the Company that his separation was not a result of any disagreement with the Company, the Board or the Company’s management on any matter relating to the Company’s operations, policies, or practices. In connection with his resignation, the Board decreased the size of the Board from nine members to eight members, effective immediately.

On December 11, 2025, the Company entered into a Separation Agreement and General Release (“Separation Agreement”) with Mr. Sassine (the “Separation Agreement”). Pursuant to the Separation Agreement, provided that Mr. Sassine complies with the terms of the Separation Agreement, including but not limited to the delivery of certain customary certifications and releases, Mr. Sassine shall be entitled to (i) a lump sum severance payment equal to 12 months of Mr. Sassine’s base salary, (ii) bonus eligibility if and when paid to the Corporation’s Chief Executive Officer in the manner described in the Agreement, (iii) reimbursement for certain attorney’s fees, (iv) payment of up to 18 months of COBRA healthcare premium for Mr. Sassine and his dependents, and (v) and amendments to his existing stock options whereby (A) all unvested options to purchase shares of the Company’s common stock held by Mr. Sassine shall accelerate and become immediately exercisable and (B) all stock options held by Mr. Sassine may be exercised for a 24-month period beginning December 31, 2025. Mr. Sassine may revoke his acceptance of the terms of the Separation Agreement for a period of seven days following his execution of the Separation Agreement. None of the severance benefits or stock option modifications will be paid or implemented until the seven-day revocation period has expired.

The above description of the Separation Agreement is a summary only and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On December 12, 2025, Joe Roberts, age 43, the Company’s Controller, was appointed interim principal financial officer and interim principal accounting officer of the Company. Mr. Roberts joined the Company in July 2018 and has held roles of increasing seniority until his appointment as Controller in March 2024. Mr. Roberts was previously a financial analyst with Qualcomm, and an auditor with each of Ernst & Young and Grant Thornton. He received his professional certificate in accounting from the University of California San Diego and his bachelor of arts from the University of California Santa Barbara.

At this time, there are no changes to Mr. Robert’s compensation pursuant to the offer letter entered into by and between the Company and Mr. Roberts on July 3, 2018 other than subsequent salary increases (the “Employment Agreement”). As modified since 2018, the Employment Agreement provides for a base salary of $219,580, bonus eligibility equal to up to 20% of base salary, and eligibility to participate in the Company's 401K, equity incentive, health care, and other plans. The Employment Agreement subjects Mr. Roberts to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.

There are no arrangements or understandings between Mr. Roberts and any other persons pursuant to which Mr. Roberts was selected as principal financial officer and principal accounting officer. There are no family relationships between Mr. Roberts and the members of the Board, nor between Mr. Roberts and any executive officer of the Company. There is no related transaction that would be required to be disclosed with respect to Mr. Roberts pursuant to Item 404(a) of Regulation S-K.

The above description of the Employment Agreement is a summary only and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1**	Separation Agreement and General Release between Arcturus Therapeutics Holdings Inc. and Andy Sassine dated 11, 2025.
10.2	Employment Agreement between Arcturus Therapeutics Holdings Inc. and Joe Roberts dated July 3, 2018.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

** Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Arcturus Therapeutics Holdings Inc.
Date: December 15, 2025
	By:	/s/ Joseph E. Payne
	Name:	Joseph E. Payne
	Title:	Chief Executive Officer

FAQ

What executive leadership change did Arcturus Therapeutics (ARCT) disclose?

Arcturus Therapeutics disclosed that Chief Financial Officer and director Andy Sassine will leave the company under a mutual, amicable separation, with his employment ending on December 31, 2025 and his Board service ending on December 11, 2025.

Did Arcturus Therapeutics (ARCT) indicate any disagreement related to the CFO’s departure?

The company stated that Andy Sassine indicated his separation was not due to any disagreement with Arcturus Therapeutics, its Board, or management regarding operations, policies, or practices.

What severance and equity benefits will former CFO Andy Sassine receive from Arcturus Therapeutics (ARCT)?

Subject to the Separation Agreement and a seven‑day revocation period, Sassine is entitled to a lump‑sum severance equal to 12 months of base salary, potential bonus eligibility aligned with the Chief Executive Officer, reimbursement of certain attorney’s fees, up to 18 months of COBRA premiums, and amendments to his stock options so that all unvested options fully vest and all options are exercisable for 24 months starting on December 31, 2025.

Who was appointed interim principal financial officer for Arcturus Therapeutics (ARCT)?

On December 12, 2025, Joe Roberts, the company’s Controller, age 43, was appointed interim principal financial officer and interim principal accounting officer. He joined Arcturus in July 2018 and previously worked at Qualcomm, Ernst & Young, and Grant Thornton.

Are there any changes to Joe Roberts’ compensation at Arcturus Therapeutics (ARCT) with his interim roles?

The company reported no changes to Joe Roberts’ compensation beyond prior salary increases. His Employment Agreement, as modified, provides a base salary of $219,580, bonus eligibility up to 20% of base salary, and participation in the company’s 401(k), equity incentive, health care, and other plans.

Does Arcturus Therapeutics (ARCT) report any related-party transactions or family relationships for Joe Roberts?

No. The company stated that there are no arrangements or understandings under which Joe Roberts was selected, no family relationships with Board members or executives, and no related transactions requiring disclosure under Item 404(a) of Regulation S‑K.

How did the Board of Arcturus Therapeutics (ARCT) change following the CFO’s resignation?

In connection with Andy Sassine’s resignation from the Board, the Board size was reduced from nine members to eight members, effective immediately.