[144] Disc Medicine, Inc. SEC Filing

Rhea-AI Filing Summary

Sun Communities (NYSE: SUI) filed an 8-K announcing a leadership transition.

• Charles D. Young, former President of Invitation Homes, will become Chief Executive Officer and join the Board on 1 Oct 2025, enlarging the Board to ten members.
• Young’s 5-year employment agreement sets a $900k base salary and a target annual cash bonus equal to 200 % of salary (2025 bonus guaranteed at target, prorated).
• On the start date he will receive equity and cash inducements designed to replace forfeited Invitation Homes awards: $3.55 m performance-based RS, $1 m fully-vested stock, $4 m time-vested RS, a $750k cash bonus and $300k relocation benefits. A 2026 equity award worth $6 m is also committed.
• Severance for termination without cause or resignation for good reason equals 2× salary plus target bonus and accelerated vesting; change-in-control multiple is 2.99×.
• Gary A. Shiffman will retire as CEO when Young starts and remain Non-Executive Chairman through the 2026 AGM.

No disagreements or related-party transactions were reported. Exhibit 99.1 contains the related press release.

Positive

• Clear succession plan with defined start date mitigates leadership uncertainty.
• Performance-based equity links majority of compensation to relative TSR, aligning management and investors.
• Shiffman’s continued role as Non-Executive Chair preserves strategic continuity.

Negative

• Rich inducement package ($9.6 m equity/cash) may raise dilution and compensation governance concerns.
• Guaranteed 2025 bonus weakens immediate pay-for-performance linkage.
• Transition risk as new CEO adapts from single-family rental to manufactured housing segment.

Insights

Corporate Governance Expert

TL;DR: Smooth CEO succession with strong retention incentives; governance risk limited by Shiffman remaining as Chair.

The Board executed an orderly succession, naming a seasoned public-company operator while preserving institutional knowledge via Shiffman’s transition to Non-Executive Chair. Equity-heavy inducements align Young with shareholders but carry dilution and optics concerns. Two-year non-compete and performance-based vesting mitigate downside. Overall governance impact is positive, with clear disclosure of severance and CIC terms.

Equity Research Analyst

TL;DR: Leadership change is strategically positive; cost of package modest versus SUI’s $18 bn market cap.

Young’s single-family rental pedigree (Invitation Homes) complements SUI’s manufactured-housing portfolio, potentially broadening operational best practices. The upfront ~$9.6 m inducement and rich bonus structure represent under 0.05 % of equity value, thus financially immaterial. Key watch-points are integration period and ability to sustain FFO growth. The guaranteed 2025 bonus slightly weakens pay-for-performance this year, but long-term alignment is preserved by performance RSUs.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Merrill Lynch One Bryant Park New York NY 10036	29837	1812299.38	34634295	07/23/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	05/01/2020	Private Placement	Issuer			29837	05/01/2020	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Atlas Venture Fund X, L.P. 300 Technology Sq Ste 8 Cambridge MA 02139	Common Stock	07/18/2025	1184	72375.20
Atlas Venture Opportunity Fund I, L.P. 300 Technology Sq Ste 8 Cambridge MA 02139	Common Stock	07/18/2025	664	40588.80

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

When will Charles D. Young become CEO of SUI?

Mr. Young starts as Chief Executive Officer on October 1, 2025.

What is the base salary and bonus opportunity for SUI’s new CEO?

The Employment Agreement sets a $900,000 base salary and a target annual cash bonus of 200 % of salary.

How much equity will Charles Young receive upon joining Sun Communities?

Initial equity includes $3.55 m performance RSUs, $1 m unrestricted stock, and $4 m time-vested RSUs.

What severance is payable if the new CEO is terminated without cause?

He would receive 2× base salary plus target bonus, full vesting of pre-2026 awards, and up to one year of health benefits.

Will Gary A. Shiffman remain involved with Sun Communities after retiring as CEO?

Yes, he will serve as Non-Executive Chairman until the 2026 annual meeting.