Lexeo Therapeutics (LXEO) details Dr. Adler’s transition from Head of Research

Rhea-AI Filing Summary

Lexeo Therapeutics, Inc. reported a leadership change in its research function. Effective February 1, 2026, Dr. Adler stepped down as Head of Research and entered into a Transition and Consulting Agreement with the company. He will continue providing advisory services during a transition period lasting until the earlier of July 31, 2026 or earlier termination.

During this transition period, Dr. Adler will receive up to $62,500 in monthly installments, and his service-vesting equity awards will continue to vest as he provides services. The company also extended his deadline to exercise vested stock options to six months after the transition period ends. If he signs a supplemental release of claims after the transition period, he will receive an additional $1,000 lump sum payment.

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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): January 30, 2026

Lexeo Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41855	85-4012572
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
345 Park Avenue South, Floor 6
New York, New York				10010
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 547-9879

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, $0.0001 par value per share		LXEO		Nasdaq Global 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 January 30, 2026, Lexeo Therapeutics, Inc. (the “Company”) entered into a Transition and Consulting Agreement (the “Transition Agreement”) with Dr. Adler, effective February 1, 2026, pursuant to which Dr. Adler stepped down from his role of Head of Research and will continue to provide certain advisory services to the Company until the earlier of (i) July 31, 2026 and (ii) termination of the Transition Agreement by the Company or Dr. Adler (the “Transition Period”). During the Transition Period, Dr. Adler will receive up to a total of $62,500, to be paid in monthly installments, and his service-vesting equity awards will continue to vest during this period as compensation for his services. Pursuant to the terms of the Transition Agreement, Dr. Adler’s last day to exercise any vested stock options will be extended until the day that is six (6) months following the end of the Transition Period. The Transition Agreement includes customary release of claims, non-disparagement, and cooperation provisions in favor of the Company, as well as other customary provisions. Dr. Adler will also receive a lump sum payment of $1,000 in the event that, following the Transition Period, he executes and delivers a supplemental release of claims in favor of the Company.

The foregoing summary of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which the Company plans to file as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 hereunto duly authorized.

			Lexeo Therapeutics, Inc.
Date:	February 5, 2026	By:	/s/ R. Nolan Townsend
			R. Nolan Townsend, Chief Executive Officer

FAQ

What leadership change did Lexeo Therapeutics (LXEO) disclose in this 8-K?

Lexeo Therapeutics disclosed that Dr. Adler stepped down from his role as Head of Research effective February 1, 2026. He will remain with the company in an advisory capacity during a defined transition period under a Transition and Consulting Agreement.

How long will Dr. Adler serve as an advisor to Lexeo Therapeutics (LXEO)?

Dr. Adler will provide advisory services during a transition period ending on the earlier of July 31, 2026 or termination of the agreement. This arrangement gives Lexeo continued access to his expertise while formal leadership responsibilities are shifted away from his prior Head of Research role.

What compensation will Dr. Adler receive during the transition at Lexeo Therapeutics (LXEO)?

During the transition period, Dr. Adler will receive up to $62,500, paid in monthly installments. In addition, his service-vesting equity awards will continue to vest while he provides advisory services, aligning part of his compensation with ongoing service to the company.

How did Lexeo Therapeutics (LXEO) modify Dr. Adler’s stock option exercise period?

Lexeo extended Dr. Adler’s deadline to exercise any vested stock options until six months after the transition period ends. This extension gives him additional time beyond his active leadership role to decide whether and when to exercise his vested options.

Is Dr. Adler receiving any additional payment after the transition at Lexeo Therapeutics (LXEO)?

Yes. If, after the transition period, Dr. Adler executes and delivers a supplemental release of claims in favor of the company, he will receive a lump sum payment of $1,000. This payment is tied specifically to his signing that additional release document.

What other key terms are included in Dr. Adler’s Transition Agreement with Lexeo Therapeutics (LXEO)?

The Transition Agreement contains customary provisions, including a release of claims, non-disparagement, and cooperation clauses in favor of Lexeo. These terms are standard in executive transition arrangements and help define post-employment obligations and protections for the company.