Management Change/Compensation (Form 8-K)

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

Departure of Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

On September 10, 2026, TransCode Therapeutics, Inc. (the "Company") announced that Thomas A. Fitzgerald, M.B.A. had resigned as Chief Financial Officer, principal financial officer and principal accounting officer of the Company, and as a member of the Board of Directors of the Company (the "Board"), as well as from all other officer and director positions he held with the Company and any of its subsidiaries, in each case effective as of September 9, 2026 (the "Separation Date"). Mr. Fitzgerald's decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

In connection with Mr. Fitzgerald's resignation, Mr. Fitzgerald and the Company entered into a Separation and Transition Services Agreement (the "Separation Agreement"), pursuant to which the Company agreed to pay Mr. Fitzgerald severance payments totaling up to $1,250,000, which consists of (i) a lump sum cash payment of $416,666.67 payable within 10 days following the effective date as defined in the Separation Agreement (the "Effective Date"), (ii) an aggregate of $416,666.67 payable in equal monthly installments over the 12-month period following the Effective Date (the "Severance Period") and (iii) up to an additional $416,666.67 (the "Third Payment"), subject to the funding-related conditions described below.

The Third Payment will be paid as follows: (i) if neither funding threshold described below is achieved before the first anniversary of the Effective Date (the "Anniversary"), the full Third Payment will be paid following the Anniversary; (ii) if the Company receives at least $5.0 million of Qualified Funding (as described below) before the Anniversary, the Company will pay 50% of the Third Payment and 50% of the then-unpaid monthly severance installments; (iii) if the Company receives at least $10.0 million of Qualified Funding before the Anniversary without previously achieving the $5.0 million threshold, the Company will pay the full Third Payment and all then-unpaid monthly severance installments; and (iv) if the Company achieves the $10.0 million threshold before the Anniversary after previously achieving the $5.0 million threshold, the Company will pay the remaining 50% of the Third Payment and all then-unpaid monthly severance installments. "Qualified Funding" generally includes gross funding received by the Company from any source.

The Separation Agreement also provides that, as of the Effective Date, subject to Mr. Fitzgerald's compliance with the Separation Agreement, all outstanding equity awards held by Mr. Fitzgerald will become fully vested and the exercise period for any such equity awards will be extended through the end of the original full term of such awards. In addition, the Separation Agreement provides that the Company will grant to Mr. Fitzgerald on the Separation Date an option to purchase 185,000 shares of the Company's common stock at an exercise price equal to the closing price of the common stock on that date. The option will vest and become exercisable in equal monthly installments over the 12 months following the Separation Date, subject to 50% acceleration upon achievement of the $5.0 million funding threshold and full acceleration upon achievement of the $10.0 million funding threshold or the occurrence of a sale event.

The Company will also pay Mr. Fitzgerald's COBRA premiums for up to 12 months following the Separation Date, subject to earlier termination if Mr. Fitzgerald becomes eligible for health coverage from a subsequent employer or ceases to be eligible for COBRA coverage. If Mr. Fitzgerald does not elect or is not eligible for COBRA coverage, the Company will instead pay Mr. Fitzgerald's portion of his Medicare premiums.

During the Severance Period, Mr. Fitzgerald has agreed to provide up to 20 hours of transitional services during September 2026 without additional compensation, and may provide additional mutually agreed transitional services thereafter at an hourly rate. The Company and Mr. Fitzgerald also entered into a mutual release of claims, subject to certain exceptions.

The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1.