Galera Therapeutics (GRTX) approves $250,000 retention bonus for CAO

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8-K Event Classification

What did Galera Therapeutics (GRTX) disclose in this 8-K filing?

How much retention bonus can Galera’s CAO Joel Sussman earn under the agreement?

How does the new retention bonus affect Joel Sussman’s severance from Galera (GRTX)?

When will unpaid retention bonuses be paid if Joel Sussman leaves Galera Therapeutics?

What conditions trigger Joel Sussman’s eligibility for retention bonuses at Galera (GRTX)?

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(Moderate)

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(Neutral)

Form Type

8-K

Galera Therapeutics, Inc. entered into a letter agreement with Joel Sussman, its Chief Accounting Officer, Treasurer, Secretary, and a named executive officer, establishing retention-based cash bonus payments tied to timely completion and filing of certain company reporting obligations.

Under the agreement, Mr. Sussman may receive up to $250,000 in total retention bonuses. Any retention bonuses paid will reduce, on a dollar-for-dollar basis, any severance otherwise due to him under his existing employment agreement. If his employment is involuntarily terminated without cause, or he resigns for good reason, any unpaid retention bonus will be paid regardless of whether the original conditions are met.

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.

Understanding 8-K Material Events →

02/12/2026 - 04:06 PM

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): February 6, 2026

GALERA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39114

46-1454898

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

(Address of principal executive offices) (Zip Code)

(610) 725-1500

(Registrant’s telephone number, include area code)

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, $0.001 par value per share

GRTX

OTCQB 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 February 6, 2026, Galera Therapeutics, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Joel Sussman, the Company’s Chief Accounting Officer, Treasurer, and Secretary and one of its named executive officers, providing for retention-based cash bonus payments in connection with the timely completion and filing by the Company of certain reporting obligations. Under the Agreement, Mr. Sussman is eligible to receive up to $250,000 in aggregate retention bonus payments. Any retention bonuses paid under the Agreement will reduce, on a dollar-for-dollar basis, any severance payments Mr. Sussman may otherwise become entitled to under his existing employment agreement. In the event of an involuntary termination of Mr. Sussman’s employment (other than for cause) or if Mr. Sussman terminates for good reason, any unpaid retention bonus will be paid without regard to satisfaction of the applicable conditions.

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.

Source: View Original Filing on SEC EDGAR

Galera Therapeutics disclosed a letter agreement with Chief Accounting Officer Joel Sussman that provides for retention-based cash bonus payments. These bonuses are tied to timely completion and filing of certain reporting obligations and can total up to $250,000, with specific treatment if his employment ends.

Joel Sussman is eligible to receive up to $250,000 in aggregate retention-based cash bonus payments. These bonuses depend on timely completion and filing of certain company reporting obligations and are structured to offset, dollar-for-dollar, any severance he might otherwise receive under his existing employment agreement.

Any retention bonuses paid to Joel Sussman will reduce his severance benefits on a dollar-for-dollar basis. This means any cash he receives as a retention bonus directly offsets the amount of severance he would otherwise be entitled to under his current employment agreement with Galera Therapeutics.

If Joel Sussman is involuntarily terminated other than for cause, or resigns for good reason, any unpaid retention bonus becomes payable. In that situation, the company will pay remaining retention amounts without requiring satisfaction of the performance conditions tied to reporting obligations.

The agreement ties Joel Sussman’s retention bonuses to the timely completion and filing of certain reporting obligations by Galera Therapeutics. Meeting these reporting-related conditions allows him to earn cash bonuses, up to a total of $250,000, subject to the severance offset provisions described in the agreement.

GALERA THERAPEUTICS, INC.

Date: February 12, 2026

/s/ J. Mel Sorensen, M.D.

J. Mel Sorensen, M.D.

President and Chief Executive Officer

3 documents