{"url_path":"/sec/lgvn/8-k/2026-07-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1721484/0001213900-26-078019-index.html","accession_number":"0001213900-26-078019","cik":"0001721484","ticker":"LGVN","issuer_name":"Longeveron Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1721484/0001213900-26-078019-index.html","primary_entity_key":"0001721484","primary_entity_name":"Longeveron Inc."},"word_count":1016,"has_tables":true,"body_markdown":"**Item 5.02. Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n(e) On July 8, 2026,\nLongeveron Inc. (the “Company”) entered into a revised Letter Agreement with Stephen Willard, the Company’s Chief Executive\nOfficer(the “Revised Agreement”). The Revised Agreement amends and restates the prior letter agreement with Mr. Willard\ndated February 11, 2026 (the “Original Agreement”) and will govern Mr. Willard’s continued employment with the Company.\n\n \n\nThe Revised Agreement\nprovides that Mr. Willard’s entitlement to receive a base salary of $500,000 per year is no longer subject to the previously disclosed\ndeferral period included in the Original Agreement. The Revised Agreement also provides that, during the term of his employment, Mr. Willard\nwill be eligible for an annual cash bonus pursuant to the Company’s annual cash bonus program. This bonus will have an initial target\namount of forty-five percent (45%) of Mr. Willard’s base salary of which eighty percent (80%) of that target bonus will be based\nupon the achievement of the agreed upon corporate goals of the Company and twenty percent (20%) will be at the discretion of the Board\nof Directors of the Company (the “Board”) and/or the Compensation Committee of the Board. The actual amount of any bonus earned\nby Mr. Willard will be determined by the Compensation Committee and/or the Board and payout of any such bonus shall occur no later than\nMarch 31 of the year following completion of the applicable fiscal year.\n\n \n\nThe Revised Agreement\nfurther provides that in the event Mr. Willard’s employment is terminated by the Company without Cause or by Mr. Willard for Good\nReason (each as defined in the Revised Agreement), Mr. Willard will be entitled to receive, in addition to the items provided for in the\nOriginal Agreement, (i) any earned but unpaid bonus for any prior completed fiscal year and (ii) the annual cash bonus payment for the\ncurrent year prorated based on the date of termination and payable at the overall corporate goal achievement level as certified by the\nCompensation Committee and/or Board (with the 20% discretionary portion payable or not in the sole discretion of the Compensation Committee\nand/or Board), and payable when such bonus payments are actually paid, if at all, to the Company’s other executed officers. If this\ntermination occurs within six (6) months following a Change in Control, as defined in the Company’s Fourth Amended and Restated\n2021 Incentive Award Plan (or any successor plan thereto) (the “Plan”), Mr. Willard will also be entitled, subject to Mr.\nWillard’s execution and non-revocation of a release, to receive (i) a lump sum payment equal to the sum of twelve (12) months of\nhis base salary as of immediately prior to the Change in Control and one hundred percent (100%) of his then-current annual cash bonus\n(at target level); (ii) full vesting of any equity awards then outstanding held by Mr. Willard and the exercise period of any stock option\ncontinuing for a one-year period following the termination of employment; and (iii) certain continuation health coverage benefits.\n\n \n\nFinally, under the Revised\nAgreement, Mr. Willard’s initial equity incentive awards under the Plan that included (among other awards) 200,000 restricted stock\nunits and a stock option award exercisable for 200,000 shares of the Company’s Class A common stock, par value $0.001\nper share, will each vest quarterly over a three-year period instead of the four-year period provided in the Original Agreement.\n\n \n\n1\n\n \n\n \n\nThe foregoing description\nis only a summary of the material terms of the Revised Agreement, its changes to the Original Agreement and does not purport to be a complete\ndescription of the rights and obligations of the parties thereunder. This summary of the Revised Agreement is qualified in its entirety\nby reference to the full text of the Revised Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K and certain of\nthe materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of\n1995, which reflect management’s current expectations, assumptions, and estimates of future operations, performance and economic\nconditions, and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance\nor achievements to differ materially from those anticipated, expressed, or implied by the statements made herein. The forward-looking\nstatements in this Current Report on Form 8-K are made on the basis of the views and assumptions of management regarding future events\nand business performance as of the date this Current Report on Form 8-K is filed with the Securities and Exchange Commission (“SEC”).\nWe have based these forward-looking statements largely on our current expectations and projections about our business, the industry in\nwhich we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects,\nand these forward-looking statements are not guarantees of future performance or development. Forward-looking statements involve known\nand unknown risks, uncertainties and other important factors that may cause actual events, results, performance or achievements to be\nmaterially different from those expressed or implied by the forward-looking statements contained in this Current Report on Form 8-K or\nthe materials furnished or filed herewith.\n\n \n\nThese forward-looking statements are made as of\nthe date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions described in greater detail\nin the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026, its Quarterly\nReports on Form 10-Q, and other filings with the SEC. In addition, any forward-looking statements represent the Company’s views\nonly as of today and should not be relied upon as representing its views as of any subsequent date. These statements are inherently uncertain,\nand the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements,\nwhether as a result of new information, future, events or otherwise occurring after the date this Current Report on Form 8-K is filed."}