Management Change/Compensation, Changes in Control (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 previously disclosed, on May 31, 2026, the board of directors, or Board, of Fulcrum Therapeutics, Inc., or Fulcrum, approved a restructuring plan to significantly reduce Fulcrum's operating expenses and preserve capital following the discontinuation of development of pociredir for the treatment of sickle cell disease.

In connection therewith, on June 5, 2026, the compensation committee of the Board approved certain cash retention payments to Fulcrum's nine remaining full-time employees, including each of Alex C. Sapir, Fulcrum's President and Chief Executive Officer and Curtis Oltmans, Fulcrum's Chief Legal Officer and Head of External Affairs, and on June 11, 2026, to Alan Musso, Fulcrum's Chief Financial Officer, in an amount of $370,040, $195,480, and $195,200, respectively, in each case payable, in cash, upon the earlier to occur of (x) a "Change in Control" (as defined in each of their respective employment agreements) and (y) termination of employment other than for "Cause" prior to a "Change in Control" provided that the Board (in the case of Mr. Sapir) and either the Board or Chief Executive Officer (in the case of Mr. Musso and Mr Oltmans) determines that he has satisfied his transitional duties.

In addition, the compensation committee of the Board also approved the provision of "Change in Control" benefits for all remaining employees at the Vice President and above level, if the employee is terminated other than for "Cause" within six months immediately prior to a "Change in Control" and provided that the Board or Chief Executive Officer determines that he or she has satisfied his or her transitional duties.

Accordingly, the respective employment agreements of each of Mr. Sapir and Mr. Oltmans were amended effective as of June 5, 2026, and in the case of Mr. Musso, on June 11, 2026, to provide for both the payment of the retention bonus (as described above), and to provide that if a "Change in Control" (as defined in his respective employment agreement) occurs within six months of his respective termination of employment other than for "Cause" (as defined in his respective employments) and the Board (in the case of Mr. Sapir) and either the Board or Chief Executive Officer (in the case of Mr. Musso and Mr. Oltmans) determines that he has satisfied his transitional duties, then he would be entitled to payment of the incremental additional "Change in Control" benefits provided in section 7(c) of his respective employment agreement.

Mr. Sapir's, Mr. Musso's, and Mr. Oltman's employment agreements are filed as Exhibits 10.18, 10.19, and 10.20, respectively, to Fulcrum's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 24, 2026, and a description of the terms of such agreements, including the severance payments in connection with a termination or "Change in Control" is included in Fulcrum's definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026, which descriptions are incorporated herein by reference. Fulcrum intends to file copies of the amendments to the employment agreements as exhibits to its quarterly report on Form 10-Q for the period ending June 30, 2026.

On June 10, 2026, Fulcrum and Greg Tourangeau, Fulcrum's Vice President, Finance and principal accounting officer, mutually agreed that Mr. Tourangeau will depart from his position at Fulcrum on a date to be agreed between Mr. Tourangeau and Fulcrum. Mr. Tourangeau's departure is not the result of any disagreement with the Company regarding its financial statements, accounting policies, internal controls, disclosure controls, or any other accounting or financial reporting matter.