{"url_path":"/sec/fulc/8-k/2026-04-27/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1680581/0001193125-26-178806-index.html","accession_number":"0001193125-26-178806","cik":"0001680581","ticker":"FULC","issuer_name":"Fulcrum Therapeutics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1680581/0001193125-26-178806-index.html","primary_entity_key":"0001680581","primary_entity_name":"Fulcrum Therapeutics, Inc."},"word_count":730,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Director\n\n \n\nOn April 23, 2026, the board of directors, or the Board, of Fulcrum, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Josh Lehrer as a member of the Board, with immediate effect. Mr. Lehrer will serve as a Class III director with a term expiring at Fulcrum’s 2028 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Lehrer was appointed to serve on the Science & Technology Committee. The Board has determined that Mr. Lehrer is “independent” as contemplated by the Nasdaq Stock Market and other governing laws and applicable regulations.\n\nThere are no arrangements or understandings between Mr. Lehrer and any other persons pursuant to which he was appointed as director. There are no transactions in which Mr. Lehrer has an interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.\n\nMr. Lehrer will receive compensation for his services as a non-employee director and for any committee service in accordance with Fulcrum’s non-employee director compensation policy, a summary of which was filed as Exhibit 10.16 to Fulcrum’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission, or SEC, on February 24, 2026, including the automatic grant of a one-time nonqualified stock option under Fulcrum’s 2019 Stock Incentive Plan to purchase 64,000 shares of Fulcrum’s common stock, $0.001 par value per share at an exercise price per share equal to $8.08 per share, the closing price on the Nasdaq Global Market on April 23, 2026, the effective date of his appointment to the Board.\n\nIn connection with his appointment, Mr. Lehrer entered into Fulcrum’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.15 to Fulcrum’s Registration Statement on Form S-1 (File No. 333-232260) filed with the SEC on June 21, 2019. Pursuant to the terms of the indemnification agreement, Fulcrum may be required, among other things, to indemnify Mr. Lehrer for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him in any action or proceeding arising out of his service as a member of the Board.\n\nRetirement of Chief Financial Officer\n\nOn April 23, 2026, Alan Musso notified Fulcrum of his intent to retire as chief financial officer and treasurer (and as principal financial officer). Mr. Musso will remain in his current role until a successor is named and has agreed to serve as a consultant thereafter to assist with an orderly transition. Fulcrum intends to conduct an executive search to identify a replacement for Mr. Musso.\n\nIn recognition of Mr. Musso’s service and agreement to remain in his current role while his successor is identified and to be available to advise Fulcrum to ensure a smooth transition, Mr. Musso’s retirement will be treated as an ending pursuant to Section 7(b) of his employment agreement dated August 7, 2023, or the Employment Agreement. Accordingly, in connection with his retirement, Fulcrum and Mr. Musso entered into a Transition Agreement, or the Transition Agreement, effective April 27, 2026, providing for transition benefits outside of the change in control period as described in the summary of the Employment Agreement included in Fulcrum’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2025, which description is incorporated herein by reference. Mr. Musso also agreed to be available to provide consulting services through February 2027. In addition, Fulcrum agreed to extend the post-termination exercise period for vested stock options by twelve months following the end of his consulting services. Mr. Musso’s departure is not related to any disagreement between the parties as to the management of Fulcrum or as to any matter relating to its operations, policies or practices.\n\nThe foregoing description of the Transition Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which Fulcrum intends to file with the SEC as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026."}