[6-K] Legend Biotech Corporation American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Legend Biotech disclosed termination and severance terms for Mr. Santos in an employment agreement. If termination triggers the shorter package, Mr. Santos would receive 12 months of base salary, the prior-year bonus if unpaid, a pro-rated portion of the target bonus for the termination year, COBRA reimbursements for up to 12 months, acceleration of any equity awards that would vest within the following 12 months (subject to any corporate performance goals), and a post-termination option exercise window extended to 12 months.

Under an enhanced package, Mr. Santos would receive 18 months of base salary, the prior-year bonus if unpaid, the full target bonus for the year of termination, COBRA reimbursements for up to 18 months, immediate full acceleration of all unvested equity awards without regard to performance, and an extended option exercise period of 18 months.

Positive

• Clear, documented severance terms specifying salary, bonus, COBRA, equity, and option treatment
• Two-tier structure provides defined scenarios (12-month and 18-month) reducing ambiguity about payouts

Negative

• 18-month package accelerates all unvested equity without performance, increasing potential immediate dilution
• Enhanced cash and benefit obligations (18 months of salary and COBRA) could raise near-term compensation expense

Insights

Executive Compensation Specialist

Severance mixes cash, benefit continuation, and equity acceleration with two tiers.

The agreement creates two distinct severance tiers: a 12-month package with conditional equity acceleration tied to corporate performance, and an 18-month package that provides unconditional full equity acceleration and a larger cash/beneftis payout. These terms materially affect the timing and certainty of post-termination value delivered to the executive because equity vesting can be converted from conditional to immediate under the enhanced package.

Corporate Governance Analyst

Provides clear, documented board-approved termination economics and disclosure.

The filing supplies explicit mechanics for salary continuation, bonus treatment, COBRA reimbursement, equity vesting acceleration, and option exercise extensions, which improves transparency about potential executive-related costs. The presence of both conditional and unconditional acceleration clauses is governance-relevant because it changes how shareholder dilution and compensation expense could materialize upon a termination event.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 18, 2025

Commission File Number: 001-39307

Legend Biotech Corporation
(Translation of registrant's name into English)

2101 Cottontail Lane
Somerset, New Jersey 08873
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

Legend Biotech Appoints Carlos Santos as Chief Financial Officer

On August 18, 2025, Legend Biotech Corporation announced the appointment of Carlos Santos as the Company’s Chief Financial Officer (“CFO”).  Mr. Santos will also serve as the Company’s principal financial officer and principal accounting officer, each effective as of August 18, 2025. Mr. Santos assumes the role from Jessie Yeung, who has served as the interim CFO since January 2025.

Prior to joining Legend Biotech, Mr. Santos was CFO for US Oncology at AstraZeneca. During his decade-long tenure at AstraZeneca, he also served as the Acting Area Vice President for Latin America (LATAM) and the Area CFO for LATAM. He also spent 6 years at Alcon, a division of Novartis, where he held CFO roles for European markets and Brazil. For nearly a decade, Mr. Santos held financial leadership positions at Intel Corporation in Europe and Latin America. Mr. Santos earned his MBA in Corporate Finance from the University of Bristol in the United Kingdom.

There is no arrangement or understanding between Mr. Santos and any other person pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Santos and the Company that would require disclosure, and there is no family relationship between Mr. Santos and any of the Company’s directors or other executive officers.

The press release announcing the appointment of Mr. Santos as CFO is attached to this Form 6-K as Exhibit 99.1.

Employment Agreement with Chief Financial Officer

In connection with Mr. Santos’s appointment as CFO, he entered into an employment agreement (the “Employment Agreement”) with the Company setting forth the terms of his employment, effective as of August 18, 2025.

Pursuant to the Employment Agreement, Mr. Santos’s annual base salary is $500,000 and Mr. Santos is eligible for a discretionary annual cash bonus with a target of 45% (the “CFO Annual Bonus”) of his then-current base salary (the “CFO Target Amount”). In addition, commencing in fiscal year 2026, Mr. Santos may be eligible to receive an annual equity grant of restricted stock units (“Annual RSUs”) with a grant date fair market value target anticipated to be at least $1 million, with the actual target amount to be determined by the compensation committee (the “Compensation Committee”) of the Company’s board of directors (the “Board”) in good faith. Mr. Santos’s eligibility for the CFO Annual Bonus of up to 45% of his base salary and the Annual RSUs will be based upon his performance, business conditions at Legend Biotech, and the terms of any applicable bonus plan and/or Restricted Share Plan and, to the extent required by the Compensation Committee or the Board, the achievement of performance targets as established by the Board or the Compensation Committee.

Pursuant to the terms of the Employment Agreement, Mr. Santos’s employment is at will and may be terminated at any time by the Company. If Mr. Santos’s employment is terminated without Cause (as defined in the Employment Agreement) or by Mr. Santos for Good Reason (as defined in the Employment Agreement) in either case not in connection with a Change in Control (as defined in the Employment Agreement), then Mr. Santos would be eligible to receive the following severance benefits, less applicable taxes withholdings (the “CFO Non-CIC Severance Benefits”):

• payment of Mr. Santos’s then-current base salary in accordance with normal payroll procedures for 12 months;

• payment of Mr. Santos’s annual bonus earned for the year prior to the year in which her termination occurs if unpaid as of the Date of Termination as defined in the Employment Agreement), calculated based on the attainment of applicable corporate performance metrics and, with respect to individual metrics, the average of Mr. Santos’s individual performance ratings over the two years prior to such performance year (the “CFO Prior Year Bonus”);

• a pro-rated portion of Mr. Santos’s Target Amount for the year in which the Date of Termination occurs, without regard to whether service or performance metrics or ratings have been established or achieved (whether corporate or individual) (the “CFO Pro Rata Bonus”);

• payment or reimbursement of continued health coverage for Mr. Santos and her dependents under COBRA for up to 12 months;

• with respect to equity awards granted to Mr. Santos, that portion of any equity awards held by Mr. Santos that would have vested during the 12-month period following Mr. Santos’s Date of Termination shall be accelerated, such that such then-unvested equity awards immediately vest and become fully exercisable or non-forfeitable without regard to any performance-based requirements, but only so long as any applicable corporate performance goals are achieved; and

• the post-termination exercise period attributable to any stock options will extend to 12 months from Mr. Santos’s Date of Termination.

Under the Employment Agreement, if Mr. Santos’s employment is terminated by the Company without Cause or if Mr. Santos resigns for Good Reason, in either case within 3 months before or 18 months following the effective date of a Change in Control, then Mr. Santos would be entitled to the following severance benefits, less applicable tax withholding (the “CFO CIC Severance Benefits,” together with the Non-CIC Severance Benefits, the “CFO Severance Benefits”):

• payment of her then-current base salary in accordance with normal payroll procedures for 18 months;

• the CFO Prior Year Bonus if unpaid as of the Date of Termination;

• the CFO Pro Rata Bonus;

• payment of the CFO Target Amount for the year in which the Date of Termination occurs;

• payment or reimbursement of continued health coverage for Mr. Santos and her dependents under COBRA for up to 18 months;

• all equity awards held by Mr. Santos shall be accelerated, such that such then-unvested equity awards immediately vest and become fully exercisable or non-forfeitable as of the Date of Termination without regard to any performance-based requirements; and

• if the options are assumed or converted, the post-termination exercise period attributable to any stock option shall be extended to 18 months from the Date of Termination.

Payment of the CFO Severance Benefits is subject to Mr. Santos signing and delivering to the Company a separation agreement containing a general release of claims in favor of the Company. Under the Employment Agreement, if Mr. Santos’s employment is terminated for Cause or Mr. Santos resigns without Good Reason, Mr. Santos will not receive any CFO Severance Benefits.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified by reference to the full text of each Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ending December 31, 2025.This report on Form 6-K, including Exhibit 99.1, is hereby incorporated herein by reference in the registration statements of the Company on Form F-3 (Registration Nos. 333-278050, 333-272222, and 333-257625) and Form S-8 (Registration Nos. 333-239478 and 333-283217), to the extent not superseded by documents or reports subsequently filed.

EXHIBIT INDEX

Exhibit		Title
99.1		Press Release, dated August 18, 2025

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, thereunto duly authorized.

		Legend Biotech Corporation
		(Registrant)
Date: August 18, 2025		/s/ Ying Huang
		Ying Huang, Ph.D.
		Chief Executive Officer

FAQ

What severance does Legend Biotech provide to Mr. Santos under the 12-month package (LEGN)?

Under the 12-month package Mr. Santos receives 12 months of base salary, the prior-year bonus if unpaid, a pro-rated target bonus for the termination year, COBRA reimbursement for up to 12 months, acceleration of equity awards that would vest in the next 12 months (subject to corporate performance), and a 12-month post-termination option exercise period.

What additional benefits are included in the 18-month severance package for Mr. Santos?

The 18-month package includes 18 months of base salary, the prior-year bonus if unpaid, the full target bonus for the termination year, COBRA reimbursement for up to 18 months, immediate full acceleration of all unvested equity awards without performance conditions, and an 18-month option exercise extension.

Does equity vesting depend on corporate performance under these terms?

Yes. For the 12-month package, acceleration of equity awards that would vest during the 12 months after termination is conditioned on applicable corporate performance goals. For the 18-month package, unvested equity awards accelerate without regard to performance.

How long is the post-termination option exercise window under each package?

The post-termination option exercise period is extended to 12 months under the 12-month package and to 18 months under the 18-month package.