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Silence Therapeutics (NASDAQ: SLN) sets Craig Tooman separation package

(Neutral)
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Silence Therapeutics plc entered into a separation and release agreement with former executive Craig Tooman dated July 10, 2026, following his December 14, 2025 Separation Date. The company will provide $655,000 in 12 months of salary continuation, a $250,000 lump-sum severance payment, and reimbursements including $40,000 of legal fees, a $283,746.03 2025 bonus, $46,896.48 of healthcare premiums, and up to $20,000 of tax-provider fees.

Mr. Tooman’s equity awards will continue vesting for 45 days after the Separation Date, with extended post-termination option exercise periods of up to 24 months for options under the 2023 Equity Incentive Plan and 12 months for options under the 2018 Long Term Incentive Plan. Any unvested options may vest upon a change of control within 12 months after the Separation Date, conditioned on his continued compliance with the Separation Agreement, which also includes confidentiality, non-disparagement and non-solicitation covenants and a release of claims.

Positive

  • None.

Negative

  • None.

Filing Explained

This July 16 amendment confirms that the July 10 separation agreement supplements the December 15 report without other changes; its complete text is not included here, and the company says it intends to file it with its Form 10-Q for the quarter ended June 30, 2026.

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.
Salary continuation $655,000 12 months following the December 14, 2025 Separation Date
Lump-sum severance payment $250,000 Cash severance under the Separation Agreement
2025 bonus payment $283,746.03 Bonus that would have been earned for 2025 had employment continued
Legal fees reimbursement $40,000 For negotiation and review of the Separation Agreement
Healthcare premium reimbursement $46,896.48 Reimbursement of healthcare premiums for Mr. Tooman
Tax provider fees up to $20,000 Payment for fees accrued to Mr. Tooman’s tax providers
Continued vesting period 45 days Continued vesting of options after the Separation Date
Extended exercise periods 24 months and 12 months Post-termination exercise for 2023 Plan and 2018 Plan options, respectively
Separation Agreement regulatory
"the Company and Mr. Tooman entered into a separation and release agreement (the “Separation Agreement”)."
A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.
Separation Date regulatory
"effective as of December 14, 2025 (the “Separation Date”), Craig Tooman agreed by mutual consent"
change of control regulatory
"acceleration of vesting of any unvested options upon a change of control event within 12 months"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
2018 Long Term Incentive Plan financial
"the Company’s 2018 Long Term Incentive Plan (the “2018 Plan”)"
non-solicitation regulatory
"contains confidentiality, non-disparagement, non-solicitation and non-inference covenants"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive event does Silence Therapeutics (SLN) describe in this 8-K/A amendment?

The amendment describes a separation and release agreement between Silence Therapeutics and former executive Craig Tooman, detailing cash severance, salary continuation, reimbursements and equity award treatment following his December 14, 2025 separation from the company.

How much salary continuation does Craig Tooman receive from Silence Therapeutics (SLN)?

Craig Tooman will receive $655,000 in salary continuation from Silence Therapeutics, payable over 12 months following his December 14, 2025 Separation Date as part of the negotiated separation and release agreement.

What severance and bonus payments are included in the Silence Therapeutics (SLN) separation agreement?

The agreement provides a $250,000 lump-sum cash severance payment and a lump-sum bonus of $283,746.03, representing the 2025 bonus amount that Craig Tooman would have earned had he remained employed through the Separation Date.

What reimbursements will Silence Therapeutics (SLN) make to Craig Tooman?

Silence Therapeutics will reimburse $40,000 of legal fees, $46,896.48 of healthcare premiums and up to $20,000 of tax-provider fees for Craig Tooman, all in connection with his separation and the negotiation and implementation of the Separation Agreement.

How are Craig Tooman’s stock options treated under the Silence Therapeutics (SLN) Separation Agreement?

His options continue vesting for 45 days after the Separation Date, with exercise periods extended to up to 24 months for 2023 Plan options and 12 months for 2018 Plan options, plus potential accelerated vesting upon a change of control within 12 months.

Does the Silence Therapeutics (SLN) Separation Agreement include restrictive covenants?

Yes. The Separation Agreement includes confidentiality, non-disparagement, non-solicitation and related covenants, along with a release of claims by Craig Tooman in favor of Silence Therapeutics as part of the overall separation package.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No.1)

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 10, 2026

Silence Therapeutics plc

(Exact name of Registrant as Specified in Its Charter)

England and Wales

001-39487

Not Applicable

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

12 Hammersmith Grove

London

United Kingdom

W6 7AP

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 20 3457 6900

Not Applicable

(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

American Depositary Shares, each representing 3 ordinary shares, nominal value £0.05 per share

SLN

The Nasdaq Stock Market LLC

Ordinary share, nominal value £0.05 per share*

*

The Nasdaq Stock Market LLC

* Not for trading, but only in connection with the listing of the American Depositary Shares on The Nasdaq Stock Market LLC.

 


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.

 


Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K supplements and amends Item 5.02 of the Current Report on Form 8-K filed on December 15, 2025 (the “Original Form 8-K”) to disclose information regarding material modifications to a material compensatory plan, contract or arrangement as to which a named executive officer of the registrant participates that were effected pursuant to an agreement entered into subsequent to the filing of the Original Form 8-K. No other changes have been made to the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in the Original Form 8-K, effective as of December 14, 2025 (the “Separation Date”), Craig Tooman agreed by mutual consent to end his employment with Silence Therapeutics plc (the “Company”).

On July 10, 2026, the Company and Mr. Tooman entered into a separation and release agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company will provide Mr. Tooman with (a) salary continuation for 12 months following the Separation Date for a total of $655,000, (b) a one-time lump sum cash severance payment of $250,000, (c) reimbursement of legal fees in the amount of $40,000 in connection with the negotiation and review of the Separation Agreement, (d) a lump sum bonus payment that Mr. Tooman would have otherwise earned in 2025 had he remained employed with the Company as of the Separation Date in the amount of $283,746.03, (e) reimbursement of healthcare premium in the amount of $46,896.48, (f) continued vesting of options granted under the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) and the Company’s 2018 Long Term Incentive Plan (the “2018 Plan”) through 45 days following the Separation Date; (g) extended post-termination exercise period to up to 24 months after the Separation Date for any options granted to Mr. Tooman under the 2023 Plan (to the extent vested) and up to 12 months after the Separation Date for any options granted under the 2018 Plan (to the extent vested); and (h) acceleration of vesting of any unvested options upon a change of control event within 12 months following the Separation Date, subject to Mr. Tooman’s continued compliance with the Separation Agreement, and (i) up to $20,000 in payment for fees accrued to Mr. Tooman’s tax providers. The Separation Agreement also contains confidentiality, non-disparagement, non-solicitation and non-inference covenants and a release of claims by Mr. Tooman.

The foregoing description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

 

 


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.

Silence Therapeutics plc

Date: July 16, 2026

By:

 /s/ Rhonda Hellums

Name: Rhonda Hellums

Title: Chief Financial Officer

 


Filing Exhibits & Attachments

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