Prime Medicine Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PRME
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer and Principal Financial Officer
On April 7, 2026, the Board of Directors (the “Board”) of Prime Medicine, Inc. (the “Company”) appointed Svetlana Makhni as the Chief Financial Officer and the principal financial officer of the Company effective as of April 16, 2026.
Ms. Makhni, age 42, brings over 20 years of experience across multiple biotechnology and healthcare chief financial officer roles and investment banking. Prior to joining the Company, Ms. Makhni served as Chief Financial Officer of Marengo Therapeutics, Inc., a clinical-stage biotechnology company, from June 2022 to April 2026, as Chief Financial Officer of Escient Pharmaceuticals, Inc., a clinical-stage biotechnology company, from May 2021 to June 2022, and as Chief Financial Officer and Head of Operations at Bierman ABA, Inc., a behavioral health services provider, from October 2019 to May 2021. From 2006 through 2019, Ms. Makhni worked in investment banking and financial services at BMO Capital Markets, Goldman Sachs, Westbrook Partners and The Blackstone Group, where she advised public and private companies on equity and debt financings, mergers and acquisitions, and other strategic transactions. Ms. Makhni received her M.B.A. from Harvard Business School and her B.S. from the Wharton School of the University of Pennsylvania.
In connection with Ms. Makhni’s appointment as Chief Financial Officer, the Company entered into an employment agreement with her (the “Employment Agreement”) pursuant to which the Company has agreed to pay Ms. Makhni an annual base salary of $495,000 and a one-time sign-on bonus of $40,000. Ms. Makhni is also eligible to earn an annual target bonus of 40% of her annual base salary. During Ms. Makhni’s employment, she will be eligible to participate in the Company’s equity compensation plans and employee benefit plans available to other employees of the Company.
Pursuant to the Employment Agreement, in the event Ms. Makhni is terminated by us without “cause” or she resigns for “good reason” (as such terms are defined in the Employment Agreement), in each case subject to the delivery of and compliance with a fully effective separation agreement that shall include, without limitation, a release of claims, reaffirmation of applicable restrictive covenants and, in the Company’s discretion, a one year non-competition agreement, Ms. Makhni will be entitled to (i) an amount equal to the sum of (A) 9 months of her then-current base salary plus (B) 0.75 times her target annual bonus for the then current year, in each case subject to reductions by any amount received by him pursuant to a restrictive covenant agreement, and (ii) subject to Ms. Makhni’s co-payment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premium equal to the amount the Company would have paid to provide health insurance had she remained employed by us until the earliest of (A) 9 months following her termination, (B) her eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of her COBRA health continuation period. These amounts shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over a period of 9 months. In addition, subject to the delivery of the fully effective separation agreement, the bonus amount (if any) that Ms. Makhni would have been paid if she had remained employed through the payment date, if such termination occurs on or after January 1 but before the date bonuses are paid for the prior year to the Company’s other executives, will be paid to Ms. Makhni on the date the Company’s other executives receive their bonuses.
In the event Ms. Makhni is terminated by us without cause or she resigns for good reason, in each case within 12 months following a “change in control” (as defined in the Employment Agreement), subject to the delivery of and compliance with a fully effective separation agreement (as described above), Ms. Makhni will be entitled to the following, in lieu of the benefits above: (i) a lump sum cash payment equal to the sum of (A) 12 months of her then-current base salary (or her base salary in effect immediately prior to the change in control, if higher) plus (B) 1.0 times her target annual bonus for the then current year (or target in effect immediately prior to the change in control, if higher), in each case subject to reductions by any amount received by him pursuant to a restrictive covenant agreement, (ii) subject to Ms. Makhni’s co-payment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premium equal to the amount the Company would have paid to provide health insurance had she remained employed by us until the earliest of (A) 12 months from the date of her separation, (B) her eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of her COBRA health continuation period, and (iii) the bonus amount (if any) that Ms. Makhni would have been paid if she had remained employed through the payment date, if such termination occurs on or after January 1 but before the date bonuses are paid for the prior year to the Company’s other executives. In addition, in the event Ms. Makhni is terminated by us without cause or she resigns for good reason, in each case within 12 months following a change in control, all of the then-outstanding and unvested portion of her stock options and other stock-based awards that are subject solely to time-based vesting shall become fully vested and exercisable or non-forfeitable immediately as of the date of termination, with any such performance-based awards vesting at target.
Pursuant to the Employment Agreement, the Board approved the grant of a stock option to purchase 800,000 shares of the Company’s common stock pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “2022 Plan”) to Ms. Makhni. The stock option award will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant. Twenty-five percent of the shares will vest on the one-year anniversary of the date of the grant and the balance will vest monthly in equal installments over the following 36 months, subject to Ms. Makhni’s continuous service. In addition, the Board approved the grant of a stock option to purchase 100,000 shares of the Company’s common stock pursuant to the 2022 Plan to Ms. Makhni. The stock option award will have an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Global Market on the date of grant and will vest upon the achievement of agreed milestones that will be set forth in the applicable equity agreement, subject to Ms. Makhni’s continuous service.
There is no arrangement or understanding between Ms. Makhni and any other person pursuant to which she was selected as an officer of the Company, and there are no family relationships between Ms. Makhni and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Makhni has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing description of the terms of Ms. Makhni’s employment is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.
Transition of Principal Financial Officer
Effective as of April 16, 2026, Allan Reine, M.D. will step down from the role of principal financial officer for purposes of Section 16 of the Exchange Act, as amended, and will continue in his role of Chief Executive Officer and principal executive officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
10.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2026
By: | /s/ Allan Reine | ||||
Name: | Allan Reine, M.D. | ||||
Title: | Chief Executive Officer | ||||