Longeveron (NASDAQ: LGVN) restores pay and grants RSUs after financing

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Longeveron Inc. describes changes to executive and director compensation tied to a prior cost-cutting plan. Earlier in 2026, the company temporarily reduced pay for its executive team and Board by about 25% to 50% while reviewing its cash runway and cost structure.

After closing a financing transaction reported on March 12, 2026, and determining it had the financial capacity, Longeveron repaid executives and directors the difference between their original and reduced compensation for the reduction period. In addition, the Compensation Committee approved equity awards of 250,000 restricted stock units for each executive other than the Executive Chairman and 500,000 restricted stock units for the Chief Executive Officer. These RSUs are to be granted on May 1, 2026 and vest quarterly over three years starting July 1, 2026 under the company’s Third Amended and Restated 2021 Incentive Award Plan.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Temporary pay reduction: 25% to 50% Executive RSU grant: 250,000 RSUs CEO RSU grant: 500,000 RSUs +2 more

5 metrics

Temporary pay reduction 25% to 50% Executive and Board compensation cut during cash runway review

Executive RSU grant 250,000 RSUs Granted to each executive other than the Executive Chairman

CEO RSU grant 500,000 RSUs Restricted stock units granted to the Chief Executive Officer

Vesting period 3 years, quarterly RSUs vest quarterly over three years starting July 1, 2026

Grant date May 1, 2026 Scheduled grant date for new executive RSU awards

Key Terms

restricted stock units, Third Amended and Restated 2021 Incentive Award Plan, forward-looking statements, emerging growth company, +1 more

5 terms

restricted stock units financial

"approved a grant to each executive ... of 250,000 restricted stock units (RSUs)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Third Amended and Restated 2021 Incentive Award Plan financial

"otherwise in accordance with the terms of the Company’s Third Amended and Restated 2021 Incentive Award Plan"

forward-looking statements regulatory

"contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Emerging growth company If an emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

going concern financial

"our financial performance and ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

Understanding 8-K Material Events →

04/10/2026 - 04:49 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): March 25, 2026

Longeveron Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40060

47-2174146

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1951 NW 7th Avenue, Suite 520, Miami, Florida 33136

(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 909-0840

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
Class A Common Stock, $0.001 par value per share		LGVN		The Nasdaq Capital 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.

(e) As previously disclosed, in connection with the ongoing review of its cash runway and cost structure, and following Board approval, Longeveron Inc. (the “Company”) implemented a temporary reduction in the compensation or fees payable, as applicable, of its executive officers and Board of Directors (the “Board”), effective on or about February 16, 2026, at rates ranging from 25% to 50%. The Company further indicated that it intended to restore compensation and fees to the amounts in effect immediately prior to such reductions at such time as the Company secured sufficient financing or other sources of capital.

Following the closing of the Company’s financing transaction, as reported on a Current Report on Form 8-K on March 12, 2026, and its good-faith determination of its financial ability to do so, the Company repaid the members of its executive leadership team an amount equal to the difference between such executive’s base salary or fee structure in effect immediately prior to the reduction and the reduced salary or fees paid during the applicable reduction period. The Company undertook the same determination with respect to Board fees.

Further, in consideration of the executives’ continued service and efforts put forth into a successful financing, the Compensation Committee of the Board approved a grant to each executive, other than its Executive Chairman, of 250,000 restricted stock units (RSUs) (500,000 for the Company’s Chief Executive Officer). These RSU awards, to be granted May 1, 2026, shall be subject to quarterly vesting over a three-year period commencing July 1, 2026, and otherwise in accordance with the terms of the Company’s Third Amended and Restated 2021 Incentive Award Plan.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic conditions, and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from those anticipated, expressed, or implied. Forward-looking statements are generally identifiable by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “looks to,” “may,” “on condition,” “plan,” “potential,” “predict,” “preliminary,” “project,” “see,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, or by discussion of strategy or goals or other future events, circumstances or effects. The forward-looking statements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events and business performance as of the date this Current Report on Form 8-K is filed with the SEC. We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith. These items include, but are not limited to, the grant of certain equity awards; market and other conditions, our cash position and need to raise additional capital, difficulties we may face in obtaining access to capital, and the dilutive impact it may have on our investors; our financial performance and ability to continue as a going concern; the accuracy of estimates regarding the period for which our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; the ability of our clinical trials to demonstrate safety and efficacy of our investigational product candidates, and other positive results; the timing and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; the size of the market opportunity for certain of our investigational product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; our ability to scale production and commercialize the investigational product candidate for certain indications; the success of competing therapies that are or may become available; the beneficial characteristics, safety, efficacy and therapeutic effects of our investigational product candidates; our ability to obtain and maintain regulatory approval of our investigational product candidates in the U.S. and other jurisdictions; our plans relating to the further development of our investigational product candidates, including additional disease states or indications we may pursue; our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; the need to hire additional personnel and our ability to attract and retain such personnel; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

These forward-looking statements are made as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 28, 2025, its Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

	LONGEVERON INC.

Date: April 10, 2026	/s/ Lisa A. Locklear
	Name:	Lisa A. Locklear
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What compensation changes did Longeveron (LGVN) make for executives and directors?

Longeveron temporarily cut executive and Board compensation by about 25% to 50% as part of a cash runway and cost review. After completing a financing, it repaid the forgone amounts and approved new restricted stock unit awards for executives, excluding the Executive Chairman.

Why did Longeveron (LGVN) restore previously reduced compensation?

Longeveron restored compensation after closing a financing transaction reported March 12, 2026 and determining it had sufficient financial capacity. It repaid executives and directors the difference between their prior base pay or fee levels and the reduced amounts during the temporary reduction period.

How many restricted stock units did Longeveron (LGVN) grant its executives?

Longeveron’s Compensation Committee approved 250,000 restricted stock units for each executive other than the Executive Chairman, and 500,000 restricted stock units for the Chief Executive Officer. These equity awards are part of the company’s compensation program under its 2021 Incentive Award Plan.

When do the new Longeveron (LGVN) RSU awards vest?

The RSU awards are scheduled to be granted on May 1, 2026 and will vest quarterly over a three-year period beginning July 1, 2026. Vesting follows the terms of Longeveron’s Third Amended and Restated 2021 Incentive Award Plan, rewarding ongoing executive service.

What prompted Longeveron (LGVN) to cut executive and Board pay initially?

Longeveron reduced compensation and fees for its executive officers and Board by around 25% to 50% in connection with an ongoing review of its cash runway and cost structure. The cuts were described as temporary, pending sufficient financing or other capital sources.

Which incentive plan governs Longeveron’s new RSU grants?

The new restricted stock unit grants are issued under Longeveron’s Third Amended and Restated 2021 Incentive Award Plan. This plan sets the terms for equity-based compensation, including the quarterly vesting schedule over three years starting July 1, 2026 for these awards.

Filing Exhibits & Attachments

3 documents