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  4. [8-K] Longeveron Inc. Reports Material Event

Longeveron (NASDAQ: LGVN) updates CEO severance and equity vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Longeveron Inc. updated the employment terms of Chief Executive Officer Stephen Willard through a revised letter agreement dated July 8, 2026. Mr. Willard remains entitled to a base salary of $500,000 per year, now without the prior deferral, and becomes eligible for an annual cash bonus with a 45% target of base salary, 80% tied to corporate goals and 20% at the Board’s discretion, payable by March 31 following each fiscal year.

Upon termination by the company without "Cause" or by Mr. Willard for "Good Reason", he may receive earned but unpaid prior bonuses and a prorated current-year bonus. If such a termination occurs within six (6) months after a "Change in Control" under the company’s incentive plan, he is also eligible for a lump sum equal to twelve (12) months of base salary plus 100% of target bonus, full vesting of outstanding equity awards, an extended one-year option exercise period, and certain health coverage benefits. His initial equity grants of 200,000 restricted stock units and options for 200,000 shares now vest quarterly over three years instead of four.

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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.
CEO Base Salary $500,000 per year Annual base salary for Stephen Willard under the Revised Agreement
Target Bonus Percentage 45% of base salary Initial target amount for the CEO’s annual cash bonus
Corporate Goals Bonus Portion 80% of target bonus Portion of target bonus tied to achievement of corporate goals
Discretionary Bonus Portion 20% of target bonus Portion of target bonus at Board and/or Compensation Committee discretion
Change in Control Protection Window six (6) months Period after a Change in Control during which a qualifying termination triggers added benefits
Change in Control Severance Salary twelve (12) months of base salary Lump sum salary component upon qualifying termination after a Change in Control
Restricted Stock Units Granted 200,000 restricted stock units Initial equity incentive award to the CEO vesting quarterly over three years
Stock Options Granted 200,000 shares Stock option award for shares of Class A common stock vesting quarterly over three years
Change in Control financial
"If this termination occurs within six (6) months following a Change in Control..."
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.
Good Reason financial
"terminated by the Company without Cause or by Mr. Willard for Good Reason..."
restricted stock units financial
"that included (among other awards) 200,000 restricted stock units and a stock option award..."
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.
Fourth Amended and Restated 2021 Incentive Award Plan financial
"as defined in the Company’s Fourth Amended and Restated 2021 Incentive Award Plan..."
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FAQ

What executive compensation change did Longeveron (LGVN) disclose for its CEO?
Longeveron revised CEO Stephen Willard’s employment agreement, confirming a $500,000 annual base salary without deferral and clarifying bonus, severance, and equity-vesting terms, including enhanced benefits upon certain terminations and after a qualifying Change in Control event.

What is Stephen Willard’s base salary and bonus target at Longeveron (LGVN)?
Stephen Willard’s base salary is $500,000 per year, and he is eligible for an annual cash bonus with a target of 45% of base salary, payable based on company goals and Board discretion by March 31 following each completed fiscal year.

How is the CEO’s annual bonus at Longeveron (LGVN) structured under the revised agreement?
The CEO’s target bonus equals 45% of base salary, with 80% tied to agreed corporate goals and 20% determined at the discretion of the Board and/or Compensation Committee, with the actual amount decided after year-end performance review.

What severance benefits can the Longeveron (LGVN) CEO receive without a Change in Control?
If terminated without "Cause" or resigning for "Good Reason," the CEO can receive any earned but unpaid prior-year bonus and a prorated current-year bonus, calculated at the certified corporate goal achievement level, subject to applicable Board or committee determinations.

What additional CEO benefits apply after a Change in Control at Longeveron (LGVN)?
If the CEO’s qualifying termination occurs within six (6) months after a Change in Control, he may receive a lump sum equal to twelve (12) months of base salary plus 100% of target bonus, full equity vesting, an extended option exercise window, and health coverage benefits.

How did Longeveron (LGVN) change the CEO’s equity vesting schedule?
The CEO’s initial equity incentives, including 200,000 restricted stock units and options for 200,000 Class A shares, will now vest quarterly over a three-year period rather than the four-year schedule described in the original February 11, 2026 agreement.
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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): July 8, 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)   (Zip Code)

 

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) On July 8, 2026, Longeveron Inc. (the “Company”) entered into a revised Letter Agreement with Stephen Willard, the Company’s Chief Executive Officer(the “Revised Agreement”). The Revised Agreement amends and restates the prior letter agreement with Mr. Willard dated February 11, 2026 (the “Original Agreement”) and will govern Mr. Willard’s continued employment with the Company.

 

The Revised Agreement provides that Mr. Willard’s entitlement to receive a base salary of $500,000 per year is no longer subject to the previously disclosed deferral period included in the Original Agreement. The Revised Agreement also provides that, during the term of his employment, Mr. Willard will be eligible for an annual cash bonus pursuant to the Company’s annual cash bonus program. This bonus will have an initial target amount of forty-five percent (45%) of Mr. Willard’s base salary of which eighty percent (80%) of that target bonus will be based upon the achievement of the agreed upon corporate goals of the Company and twenty percent (20%) will be at the discretion of the Board of Directors of the Company (the “Board”) and/or the Compensation Committee of the Board. The actual amount of any bonus earned by Mr. Willard will be determined by the Compensation Committee and/or the Board and payout of any such bonus shall occur no later than March 31 of the year following completion of the applicable fiscal year.

 

The Revised Agreement further provides that in the event Mr. Willard’s employment is terminated by the Company without Cause or by Mr. Willard for Good Reason (each as defined in the Revised Agreement), Mr. Willard will be entitled to receive, in addition to the items provided for in the Original Agreement, (i) any earned but unpaid bonus for any prior completed fiscal year and (ii) the annual cash bonus payment for the current year prorated based on the date of termination and payable at the overall corporate goal achievement level as certified by the Compensation Committee and/or Board (with the 20% discretionary portion payable or not in the sole discretion of the Compensation Committee and/or Board), and payable when such bonus payments are actually paid, if at all, to the Company’s other executed officers. If this termination occurs within six (6) months following a Change in Control, as defined in the Company’s Fourth Amended and Restated 2021 Incentive Award Plan (or any successor plan thereto) (the “Plan”), Mr. Willard will also be entitled, subject to Mr. Willard’s execution and non-revocation of a release, to receive (i) a lump sum payment equal to the sum of twelve (12) months of his base salary as of immediately prior to the Change in Control and one hundred percent (100%) of his then-current annual cash bonus (at target level); (ii) full vesting of any equity awards then outstanding held by Mr. Willard and the exercise period of any stock option continuing for a one-year period following the termination of employment; and (iii) certain continuation health coverage benefits.

 

Finally, under the Revised Agreement, Mr. Willard’s initial equity incentive awards under the Plan that included (among other awards) 200,000 restricted stock units and a stock option award exercisable for 200,000 shares of the Company’s Class A common stock, par value $0.001 per share, will each vest quarterly over a three-year period instead of the four-year period provided in the Original Agreement.

 

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The foregoing description is only a summary of the material terms of the Revised Agreement, its changes to the Original Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder. This summary of the Revised Agreement is qualified in its entirety by reference to the full text of the Revised Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

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 by the statements made herein. 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 Securities and Exchange Commission (“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 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, 2025, filed with the SEC on March 17, 2026, its Quarterly Reports on Form 10-Q, and other filings with the SEC. 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
10.1   Revised Letter Agreement, dated July 8, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: July 14, 2026 /s/ Paul Lehr
  Name:  Paul Lehr
  Title: General Counsel and Secretary

 

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Source: View Original Filing on SEC EDGAR

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