8-K - Longeveron Inc. | StockGist

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Longeveron Inc. appointed Stephen H. Willard as permanent Chief Executive Officer, effective February 11, 2026, succeeding Interim CEO Than Powell who resigned but remains with the company. Concurrently, the Company implemented a temporary 50% reduction in compensation for the CEO and Executive Chairman and entered into an employment agreement with Mr. Willard.

Key Takeaways

1Stephen H. Willard appointed as permanent CEO effective February 11, 2026; Than Powell resigned as Interim CEO on February 9, 2026.

2Mr. Willard's employment agreement stipulates an annual base salary of $500,000, subject to a temporary 50% deferral reducing it to $250,000 during the Deferral Period.

3Mr. Willard received initial equity awards comprising 200,000 shares of Class A common stock, 200,000 restricted stock units (RSUs), and a stock option for 200,000 shares.

4The Company implemented a temporary 50% compensation reduction for the CEO and Executive Chairman/CSO effective on or about February 16, 2026, to support financial needs.

5Cost-saving measures also include employee furloughs, reduction in Board of Directors fees, and travel limitations.

6Executives undergoing compensation reductions are intended to be granted 50,000 restricted stock units each, vesting on or around June 1, 2026.

Current Report Details

Event Type

Management Change

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

5.02

. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February

Management Change

$500.0K$250.0KChief Executive Officer of the Company

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Letter Agreement, dated February 11, 2026 99.1 Press Release 104 Cover Page Inte

Exhibits Only

Source Document

Executive & Director Changes

Than Powell

Interim Chief Executive Officer

Resigned

Effective: 2026-02-09

Resigned as Interim CEO but will remain with the Company in his prior business development role.

Stephen H. Willard

Chief Executive Officer

Appointed

Effective: 2026-02-11

Board appointed permanent Chief Executive Officer.

Transaction Details

Material Agreement

Agreement: Letter Agreement
Parties: Longeveron Inc., Stephen H. Willard

•Effective Date: February 11, 2026.
•Position: Chief Executive Officer reporting to the Board of Directors.
•Base Salary: $500,000 per year, subject to 50% deferral during the Deferral Period ($250,000/year).
•Salary may be paid in cash or equity at the Company's sole discretion.
•Severance: Up to 12 months of Base Salary upon termination without Cause or resignation for Good Reason, subject to a minimum 6-month benefit after one full year of service.
•Place of Duty: Remote full-time from Washington, D.C. or location of choice, with presence in Miami office as reasonably required.

Exhibits (3)

10.1

LETTER AGREEMENT, DATED FEBRUARY 11, 2026

8-K

CURRENT REPORT

99.1

PRESS RELEASE