Alto Neuroscience, Inc. 8K

Alto Neuroscience, Inc. promoted Nicholas C. Smith to President and CFO and granted him a $6 million, two-year retention package with specified payment, clawback, and termination terms.

Alto Neuroscience, Inc. entered into a Promotion and Retention Agreement with its current Chief Financial Officer and Chief Business Officer, Nicholas C. Smith, effective August 26, 2026, under which he is promoted to President and Chief Financial Officer and becomes eligible for a $6,000,000 retention payment payable in two equal $3,000,000 installments—one within ten days of the effective date and the other on the one-year anniversary—subject to standard withholdings and conditioned on his continuous employment through the two-year anniversary of the effective date, with clawback of all amounts paid if he resigns or is terminated for cause before that date, and full vesting and payment (without repayment obligation) if he is terminated without cause, dies, or becomes disabled prior to the retention date, all structured to comply with Section 409A of the Internal Revenue Code while preserving his at-will employment status and leaving the existing offer letter otherwise in place.

Filing Facts

CIK

1999480

Ticker

ANRO

Form

8K

Source Type

fda

Accession

0001999480-26-000024

Alert Tier

5