Arcutis Biotherapeutics (NASDAQ: ARQT) adds Amit Munshi to board, shifts comp chair

Rhea-AI Filing Summary

Arcutis Biotherapeutics announced changes to its board leadership and a new consulting role for a retiring director. Bhaskar Chaudhuri retired from the board and as chair of the Compensation Committee on December 3, 2025, and entered into a transition and consulting agreement under which he will hold the honorary title of Founder and Director Emeritus and provide strategic advisory support through June 30, 2027. During this period, his existing stock options and restricted stock units will continue to vest, and he may exercise vested options, with a three-month post-termination exercise window.

On December 4, 2025, the board appointed Amit D. Munshi as a new Class II director and chair of the Compensation Committee, with a term running until the 2028 annual meeting of stockholders, subject to earlier departure events. As a non-employee director, he received an initial stock option grant for 16,502 shares of common stock and is eligible for a prorated annual equity award valued at approximately $300,000, allocated 65% to stock options and 35% to restricted stock units, plus prorated annual cash retainers of $50,000 for board service and $15,000 for chairing the Compensation Committee.

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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 3, 2025

___________________________________________

ARCUTIS BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________________________

Delaware			001-39186			81-2974255
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

3027 Townsgate Road, Suite300

Westlake Village, CA 91361

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (805) 418-5006

___________________________________________

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 (see General Instructions A.2. below):

☐ 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 $0.0001 per share

ARQT

The Nasdaq Global Select Market

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 3, 2025, Mr. Bhaskar Chaudhuri retired from his positions as a member of the Board of Directors (the “Board”) of Arcutis Biotherapeutics, Inc. (the “Company”) and chair of the Compensation Committee of the Board. Mr. Chaudhuri’s decision to retire was not the result of any disagreement with the Company. The Board expresses its gratitude to Mr. Chaudhuri for his many contributions during his service on the Board. Concurrent with his retirement, the Company entered into a transition and consulting agreement with Mr. Chaudhuri, dated December 3, 2025 (the “Consulting Agreement”), pursuant to which Mr. Chaudhuri will be given the honorary title of Founder and Director Emeritus and will provide certain strategic advisory services and transitional support as may be requested by the Company or the Board for a consulting period commencing on December 3, 2025 and ending on June 30, 2027.

Pursuant to the Consulting Agreement, Mr. Chaudhuri will be paid an hourly rate for services under the Consulting Agreement. In addition, during the term of the Consulting Agreement, the options and restricted stock units held by Mr. Chaudhuri as of his retirement on December 3, 2025 will continue to vest and Mr. Chaudhuri will be permitted to exercise vested options. Mr. Chaudhuri will be permitted to exercise his stock options that are vested as of the termination of the Consulting Agreement for a period of three months thereafter. The agreement is subject to other customary terms, including confidentiality.

The foregoing is a summary description of certain terms of the Consulting Agreement and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 4, 2025, the Board appointed Mr. Amit D. Munshi to the Board as a new Class II director and as the chair of the Compensation Committee of the Board. Mr. Munshi’s term as director will expire at the 2028 annual meeting of stockholders or until his successor is elected and qualified or his earlier resignation, disqualification, retirement, removal or death.

Mr. Munshi most recently served as the President, Chief Executive Officer and as a board member of Orna Therapeutics, Inc., a biotechnology company, from May 2024 to April 2025. Prior to this, Mr. Munshi served as the President, Chief Executive Officer and as a board member of ReNAgade Therapeutics, Inc., an RNA therapeutics company, from May 2023 until its acquisition by Orna Therapeutics, Inc. in May 2024. Mr. Munshi previously served as the President and Chief Executive Officer of Arena Pharmaceuticals Inc., a then-publicly traded biopharmaceutical company, from May 2016 to March 2022, and a member of its board of directors from June 2016 until its acquisition by Pfizer in March 2022. Mr. Munshi was previously the Chief Executive Officer of Epirus Biopharmaceuticals, which filed for bankruptcy on July 25, 2016, and was previously Chief Executive Officer of Percivia LLC (acquired by Johnson & Johnson) and Chief Business Officer and co-founder of Kythera Biopharmaceuticals Inc. (acquired by Allergan). Mr. Munshi serves as a board member for a number of public biotechnology and pharmaceutical companies, including of Inhibikase Therapeutics, Inc. since October 2024, Zura Bio Limited and its predecessor since November 2022, and Galecto since May 2020. Mr. Munshi also previously served as a board member of Pulmatrix Inc., a publicly traded biopharmaceutical company from June 2017 until March 2021. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University.

As a non-employee director, Mr. Munshi will receive compensation in accordance with the Company’s non-employee director compensation program, as amended. Pursuant to this program, upon the effective date of his appointment to the Board, Mr. Munshi received an initial stock option award exercisable for 16,502 shares of the Company’s common stock, and is eligible for the prorated annual equity award fair valued at approximately $300,000 (allocated 65% to stock options and 35% to restricted stock units) and for the prorated portion of the annual cash retainer in the amount of $50,000 for service on the Board and $15,000 for service as the chair of the Compensation Committee. The initial stock option award will vest in three equal annual installments on the anniversary of the date of Mr. Munshi’s appointment to the Board, and the prorated annual equity award immediately before the Annual Meeting following the grant date, subject to Mr. Munshi’s continued service to the Company through such date.

In addition, the Company will enter into an indemnification agreement with Mr. Munshi on the form previously approved by the Board and entered into with the Company’s other directors.

There is no arrangement or understanding between Mr. Munshi and any other person pursuant to which he was appointed as a director of the Company, and there are no family relationships between Mr. Munshi and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Munshi has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, the Company issued a press release announcing the appointment of Mr. Munshi. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01			Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.						Description
10.1						Transition and Consulting Agreement, dated December 3, 2025, by and between the Company and Bhaskar Chaudhuri
99.1						Arcutis Biotherapeutics Inc. Appoints Amit Munshi to Board of Directors.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

						ARCUTIS BIOTHERAPEUTICS, INC.
Date: December 8, 2025						By:			/s/ Latha Vairavan
									Latha Vairavan Chief Financial Officer

FAQ

What board changes did Arcutis Biotherapeutics (ARQT) disclose in this report?

Arcutis Biotherapeutics reported that Bhaskar Chaudhuri retired from the Board of Directors and as chair of the Compensation Committee on December 3, 2025, and that Amit D. Munshi was appointed on December 4, 2025 as a new Class II director and the new chair of the Compensation Committee, with his term running until the 2028 annual meeting of stockholders or earlier departure.

What are the key terms of Bhaskar Chaudhuri’s consulting agreement with Arcutis Biotherapeutics (ARQT)?

Under the transition and consulting agreement dated December 3, 2025, Bhaskar Chaudhuri receives an hourly consulting fee while holding the honorary title of Founder and Director Emeritus and providing strategic advisory and transition services from December 3, 2025 through June 30, 2027. During this term, his outstanding stock options and restricted stock units continue to vest, he may exercise vested options, and any options vested at the end of the agreement remain exercisable for three months. The agreement also includes customary confidentiality provisions.

Who is Amit D. Munshi and what role will he play at Arcutis Biotherapeutics (ARQT)?

Amit D. Munshi has extensive leadership experience in biotechnology and pharmaceutical companies, including prior chief executive and board roles at multiple therapeutics companies. He has been appointed as a Class II director on the Arcutis board and will serve as chair of the Compensation Committee, with his board term expiring at the 2028 annual meeting of stockholders unless he leaves the role earlier.

How will Amit D. Munshi be compensated as a non-employee director of Arcutis Biotherapeutics (ARQT)?

As a non-employee director, Amit D. Munshi received an initial stock option award exercisable for 16,502 shares of common stock upon his appointment. He is also eligible for a prorated annual equity award with a fair value of approximately $300,000, allocated 65% to stock options and 35% to restricted stock units, plus prorated annual cash retainers of $50,000 for general board service and $15,000 for chairing the Compensation Committee, all under the company’s non-employee director compensation program.

How do Amit D. Munshi’s equity awards at Arcutis Biotherapeutics (ARQT) vest?

The initial stock option award to Amit D. Munshi vests in three equal annual installments on each anniversary of his appointment date, subject to his continued service. The prorated annual equity award is scheduled to vest immediately before the annual meeting of stockholders following the grant date, also subject to his continued service with the company through that date.

Did Arcutis Biotherapeutics (ARQT) disclose any related-party transactions involving Amit D. Munshi?

The company stated that there is no arrangement or understanding with any other person under which Amit D. Munshi was appointed, no family relationships between him and the company’s directors or executive officers, and no transactions involving him that would require disclosure under Item 404(a) of Regulation S-K.

Did Arcutis Biotherapeutics (ARQT) issue a press release about Amit D. Munshi’s appointment?

Yes. The company reported that on December 8, 2025 it issued a press release announcing the appointment of Amit D. Munshi to the board, and it attached this press release as Exhibit 99.1.