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Faeth Therapeutics (FTH) sets $70 price-hurdle performance options

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Faeth Therapeutics, Inc. approved one-time supplemental performance-based stock option grants under its 2026 Equity Incentive Plan for employees who were employed as of February 19, 2026, including key executives.

The Chief Executive Officer received options for 398,018 shares, the General Counsel 84,766 shares and the Senior Vice President, Finance 30,824 shares. Each option has an exercise price equal to the closing price of the common stock on the grant date and vests in a single tranche only after a Stock Price Hurdle of $70.00 per share is achieved during a Performance Period that ends on the fourth anniversary of the grant date and at least one year has elapsed, subject to continued service. Unvested options are forfeited if the hurdle is not met or service ends, while a qualifying change in control with per-share consideration of at least $70.00 accelerates vesting.

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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.
CEO performance options 398,018 shares One-time supplemental performance-based stock options granted to the Chief Executive Officer
General Counsel performance options 84,766 shares One-time supplemental performance-based stock options granted to the General Counsel and Secretary
SVP Finance performance options 30,824 shares One-time supplemental performance-based stock options granted to the Senior Vice President, Finance
Stock Price Hurdle $70.00 per share Average closing price requirement for any 30 consecutive calendar-day period during the Performance Period
Measurement window 30 consecutive calendar-day period Period over which the average closing stock price must meet or exceed the $70.00 hurdle
performance-based stock options financial
"approved one-time supplemental grants of performance-based stock options"
Stock Price Hurdle financial
"The “Stock Price Hurdle” is achieved on the first date during the period"
change in control financial
"In the event of a change in control of the Company prior to the end"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
equitable adjustment financial
"subject to equitable adjustment in connection with any stock split"
2026 Equity Incentive Plan financial
"Performance Options under the Company’s 2026 Equity Incentive Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What new stock option grants did Faeth Therapeutics (FTH) approve?
Faeth Therapeutics approved one-time performance-based stock option grants for employees employed as of February 19, 2026. The CEO received 398,018 options, the General Counsel 84,766, and the Senior Vice President, Finance 30,824, all under the 2026 Equity Incentive Plan.

What is the stock price hurdle for the new Faeth Therapeutics (FTH) options?
The options vest only if a Stock Price Hurdle of $70.00 per share is achieved. This requires the average closing price over any 30 consecutive calendar-day period within the Performance Period to equal or exceed $70.00.

How and when do the Faeth Therapeutics (FTH) performance options vest?
Each option vests in a single tranche on the later of achieving the Stock Price Hurdle and the first anniversary of grant. Vesting also requires the holder’s continued service with Faeth Therapeutics through that date; otherwise, the option is forfeited.

What happens to the Faeth Therapeutics (FTH) options if the stock price hurdle is not met?
If the $70.00 Stock Price Hurdle is not achieved by the end of the Performance Period, all related performance options are forfeited. The options are also forfeited if the holder’s service terminates before vesting occurs.

How are Faeth Therapeutics (FTH) options treated in a change in control?
In a change in control, the Stock Price Hurdle is deemed achieved if per-share consideration is at least $70.00. In that case, the performance options vest in full immediately before closing, subject to continued service; otherwise, they are forfeited.

Who is eligible for the new Faeth Therapeutics (FTH) performance-based options?
Eligibility covers current employees who were employed by Faeth Therapeutics as of February 19, 2026. The disclosed grants specifically list the Chief Executive Officer, General Counsel and Senior Vice President, Finance among the recipients.
false 0001829802 0001829802 2026-07-21 2026-07-21
 
 

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): July 21, 2026

 

 

Faeth Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39980   83-1863385

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

701 Tillery Street #12 #1010

Austin, TX

   78702
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (512) 200-2982

 

 

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 Securities Exchange Act of 1934:

 

Title of each class

  

Trading

symbol

  

Name of each exchange

on which registered

Common Stock   FTH   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 July 21, 2026, the Board of Directors (the “Board”) of Faeth Therapeutics, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved one-time supplemental grants of performance-based stock options (“Performance Options”) under the Company’s 2026 Equity Incentive Plan (the “2026 Plan”) to current employees of the Company who were employed with the Company as of February 19, 2026, including the following:

 

Name

   

Title

    Option to Purchase Shares
(#)		  
Anand Parikh    Chief Executive Officer      398,018  
Christopher Gerry*    General Counsel and Secretary      84,766  
Josiah Craver*    Senior Vice President, Finance      30,824  

 

*

Although Messrs. Gerry and Craver were “named executive officers” of the Company for the year ended December 31, 2025, the Board determined in June 2026 that neither Mr. Gerry nor Mr. Craver is an “executive officer” of the Company as such term is defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended.

The exercise price per share of each Performance Option is equal to the closing price of the Company’s common stock as reported by the Nasdaq Stock Market on the date of grant. Each Performance Option vests and becomes exercisable, if at all, in a single tranche on the later of (a) the date on which the Stock Price Hurdle (as defined below) is achieved (or deemed achieved) and (b) the first anniversary of the date of grant, in each case subject to the holder’s continued service with the Company through such date. The “Stock Price Hurdle” is achieved on the first date during the period that ends on the fourth anniversary of the date of grant (the “Performance Period”) on which the average of the closing prices per share of the Company’s common stock on the Nasdaq Stock Market on each trading day during any 30 consecutive calendar-day period equals or exceeds $70.00, subject to equitable adjustment in connection with any stock split, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction. If the Stock Price Hurdle is not achieved by the end of the Performance Period, or upon the termination of the holder’s continued service with the Company for any reason before the Performance Option has vested, the Performance Option will be forfeited in its entirety.

In the event of a change in control of the Company prior to the end of the Performance Period, the Stock Price Hurdle will be deemed achieved if the per-share consideration payable in the transaction equals or exceeds $70.00 (subject to equitable adjustment), and the Performance Option will vest in full immediately prior to the consummation of the change in control, subject to the holder’s continued service through such time. If the Stock Price Hurdle is not achieved or deemed achieved in connection with such change in control, the Performance Option will be forfeited in its entirety.

 

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.

 

      Faeth Therapeutics, Inc.
Date: July 23, 2026      

/s/ Christopher W. Gerry

            Christopher W. Gerry
            General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

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