Fulcrum Therapeutics (NASDAQ: FULC) adds change-in-control pay, finance chief to depart

Rhea-AI Filing Summary

Fulcrum Therapeutics approved special retention and change-in-control protections for its remaining leadership after a major restructuring tied to ending development of pociredir for sickle cell disease. The compensation committee granted cash retention bonuses to nine remaining full-time employees, including top executives.

President and CEO Alex C. Sapir will receive $370,040, and Chief Legal Officer Curtis Oltmans and Chief Financial Officer Alan Musso will receive $195,480 and $195,200, respectively, payable in cash if there is a qualifying change in control or a termination without cause, subject to completion of transitional duties. Their employment agreements were amended to align retention payments with incremental change-in-control benefits.

The company also extended change-in-control benefits to remaining employees at the Vice President level and above on similar terms. Separately, Fulcrum disclosed that Vice President, Finance and principal accounting officer Greg Tourangeau will depart on a mutually agreed future date, and stated his departure is not due to any disagreement regarding financial reporting or controls.

8-K Event Classification

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

1 item

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.

Key Figures

CEO retention bonus: $370,040 CLO retention bonus: $195,480 CFO retention bonus: $195,200 +3 more

6 metrics

CEO retention bonus $370,040 Cash retention payment for President and CEO Alex C. Sapir

CLO retention bonus $195,480 Cash retention payment for Chief Legal Officer Curtis Oltmans

CFO retention bonus $195,200 Cash retention payment for Chief Financial Officer Alan Musso

Restructuring approval date May 31, 2026 Board approved restructuring to reduce operating expenses and preserve capital

Sapir and Oltmans amendment date June 5, 2026 Effective date of amended employment agreements for Sapir and Oltmans

Musso amendment date June 11, 2026 Effective date of amended employment agreement for Musso

Key Terms

Change in Control, Cause, retention payments, principal accounting officer, +1 more

5 terms

Change in Control financial

"upon the earlier to occur of (x) a “Change in Control” (as defined in each of their respective employment agreements)"

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.

Cause financial

"termination of employment other than for “Cause” prior to a “Change in Control”"

retention payments financial

"approved certain cash retention payments to Fulcrum’s nine remaining full-time employees"

principal accounting officer financial

"Fulcrum’s Vice President, Finance and principal accounting officer, mutually agreed that Mr. Tourangeau will depart"

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

severance payments financial

"including the severance payments in connection with a termination or “Change in Control” is included"

Payments made to employees after their job ends, typically as a lump sum or continued pay and benefits for a limited period. Investors watch severance payments because they are a predictable one-time cost or ongoing liability for the company—like an exit fee when someone leaves a club—and sizable payouts can reduce profits, affect cash flow, or signal larger restructuring costs ahead.

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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): June 05, 2026

Fulcrum Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38978	47-4839948
(State or other jurisdiction of incorporation)			(Commission File Number)	(IRS Employer Identification No.)
26 Landsdowne Street
Cambridge, Massachusetts				02139
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (617) 651-8851

N/A

(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		FULC		Nasdaq Global 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.

As previously disclosed, on May 31, 2026, the board of directors, or Board, of Fulcrum Therapeutics, Inc., or Fulcrum, approved a restructuring plan to significantly reduce Fulcrum’s operating expenses and preserve capital following the discontinuation of development of pociredir for the treatment of sickle cell disease.

In connection therewith, on June 5, 2026, the compensation committee of the Board approved certain cash retention payments to Fulcrum’s nine remaining full-time employees, including each of Alex C. Sapir, Fulcrum’s President and Chief Executive Officer and Curtis Oltmans, Fulcrum’s Chief Legal Officer and Head of External Affairs, and on June 11, 2026, to Alan Musso, Fulcrum’s Chief Financial Officer, in an amount of $370,040, $195,480, and $195,200, respectively, in each case payable, in cash, upon the earlier to occur of (x) a “Change in Control” (as defined in each of their respective employment agreements) and (y) termination of employment other than for “Cause” prior to a “Change in Control” provided that the Board (in the case of Mr. Sapir) and either the Board or Chief Executive Officer (in the case of Mr. Musso and Mr Oltmans) determines that he has satisfied his transitional duties.

In addition, the compensation committee of the Board also approved the provision of “Change in Control” benefits for all remaining employees at the Vice President and above level, if the employee is terminated other than for “Cause” within six months immediately prior to a “Change in Control” and provided that the Board or Chief Executive Officer determines that he or she has satisfied his or her transitional duties.

Accordingly, the respective employment agreements of each of Mr. Sapir and Mr. Oltmans were amended effective as of June 5, 2026, and in the case of Mr. Musso, on June 11, 2026, to provide for both the payment of the retention bonus (as described above), and to provide that if a “Change in Control” (as defined in his respective employment agreement) occurs within six months of his respective termination of employment other than for “Cause” (as defined in his respective employments) and the Board (in the case of Mr. Sapir) and either the Board or Chief Executive Officer (in the case of Mr. Musso and Mr. Oltmans) determines that he has satisfied his transitional duties, then he would be entitled to payment of the incremental additional “Change in Control” benefits provided in section 7(c) of his respective employment agreement.

Mr. Sapir’s, Mr. Musso’s, and Mr. Oltman’s employment agreements are filed as Exhibits 10.18, 10.19, and 10.20, respectively, to Fulcrum’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 24, 2026, and a description of the terms of such agreements, including the severance payments in connection with a termination or “Change in Control” is included in Fulcrum’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026, which descriptions are incorporated herein by reference. Fulcrum intends to file copies of the amendments to the employment agreements as exhibits to its quarterly report on Form 10-Q for the period ending June 30, 2026.

On June 10, 2026, Fulcrum and Greg Tourangeau, Fulcrum’s Vice President, Finance and principal accounting officer, mutually agreed that Mr. Tourangeau will depart from his position at Fulcrum on a date to be agreed between Mr. Tourangeau and Fulcrum. Mr. Tourangeau’s departure is not the result of any disagreement with the Company regarding its financial statements, accounting policies, internal controls, disclosure controls, or any other accounting or financial reporting matter.

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.

			FULCRUM THERAPEUTICS, INC.
Date:	June 11, 2026	By:	/s/ Alex C. Sapir
			Name: Alex C. Sapir Title: President and Chief Executive Officer

FAQ

What executive retention bonuses did Fulcrum Therapeutics (FULC) approve?

Fulcrum Therapeutics approved cash retention bonuses for nine remaining full-time employees. CEO Alex Sapir will receive $370,040, while CLO Curtis Oltmans and CFO Alan Musso will receive $195,480 and $195,200, respectively, upon specified change-in-control or termination events.

What triggers payment of the new Fulcrum Therapeutics (FULC) retention bonuses?

Retention bonuses are payable upon the earlier of a qualifying Change in Control or termination of employment other than for Cause. Payment also requires the Board or Chief Executive Officer to determine that the executive has satisfactorily completed transitional duties associated with the restructuring.

How did Fulcrum Therapeutics (FULC) amend executive employment agreements?

Fulcrum amended the employment agreements of Alex Sapir, Alan Musso, and Curtis Oltmans in early June 2026. The changes add retention bonuses and clarify that, if a Change in Control occurs within six months after a qualifying termination, each may receive additional change-in-control benefits under section 7(c).

Which Fulcrum Therapeutics (FULC) employees receive new change-in-control benefits?

All remaining employees at the Vice President and above level receive enhanced Change in Control benefits. These apply if they are terminated other than for Cause within six months immediately before a Change in Control and are found to have met their transitional duties by the Board or Chief Executive Officer.

What is happening with Fulcrum Therapeutics’ (FULC) principal accounting officer?

Fulcrum disclosed that Greg Tourangeau, Vice President, Finance and principal accounting officer, will depart his role on a mutually agreed future date. The company stated his departure is not due to any disagreement over financial statements, accounting policies, internal controls, or disclosure controls.

Why did Fulcrum Therapeutics (FULC) implement a restructuring and these incentives?

The Board approved a restructuring plan on May 31, 2026 to significantly reduce operating expenses and preserve capital after discontinuing development of pociredir for sickle cell disease. Retention bonuses and change-in-control protections are intended to support remaining executives and senior employees during this transition.

Filing Exhibits & Attachments

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