Arcutis Biotherapeutics Reports Director Departure and New Election

TL;DR

Arcutis board shakeup: Michael Smith out, Dr. David Apfel in. Plus, executive pay details.

AI Summary

Arcutis Biotherapeutics, Inc. filed an 8-K on December 8, 2025, reporting on the departure of Director Michael J. Smith and the election of new director, Dr. David J. Apfel, effective December 3, 2025. The filing also disclosed compensatory arrangements for certain officers and included financial statements and exhibits.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future decision-making.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance changes and disclosures, with no immediate financial or operational risks indicated.

Key Players & Entities

• Arcutis Biotherapeutics, Inc. (company) — Registrant
• Michael J. Smith (person) — Departing Director
• Dr. David J. Apfel (person) — Newly Elected Director
• December 3, 2025 (date) — Effective date of director election
• December 8, 2025 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ARQT The Nasdaq Global Sele
• $300,000 — uity award fair valued at approximately $300,000 (allocated 65% to stock options and 35%
• $50,000 — e annual cash retainer in the amount of $50,000 for service on the Board and $15,000 fo
• $15,000 — of $50,000 for service on the Board and $15,000 for service as the chair of the Compens

Filing Documents

• arqt-20251203.htm (8-K) — 36KB
• a8-kexhibit101.htm (EX-10.1) — 26KB
• a8-kexhibit991.htm (EX-99.1) — 18KB
• image_0.jpg (GRAPHIC) — 2KB
• 0001787306-25-000147.txt ( ) — 213KB
• arqt-20251203.xsd (EX-101.SCH) — 2KB
• arqt-20251203_lab.xml (EX-101.LAB) — 22KB
• arqt-20251203_pre.xml (EX-101.PRE) — 13KB
• arqt-20251203_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2025, Mr. Bhaskar Chaudhuri retired from his positions as a member of the Board of Directors (the "Board") of Arcutis Biotherapeutics, Inc. (the "Company") and chair of the Compensation Committee of the Board. Mr. Chaudhuri's decision to retire was not the result of any disagreement with the Company. The Board expresses its gratitude to Mr. Chaudhuri for his many contributions during his service on the Board. Concurrent with his retirement, the Company entered into a transition and consulting agreement with Mr. Chaudhuri, dated December 3, 2025 (the "Consulting Agreement"), pursuant to which Mr. Chaudhuri will be given the honorary title of Founder and Director Emeritus and will provide certain strategic advisory services and transitional support as may be requested by the Company or the Board for a consulting period commencing on December 3, 2025 and ending on June 30, 2027. Pursuant to the Consulting Agreement, Mr. Chaudhuri will be paid an hourly rate for services under the Consulting Agreement. In addition, during the term of the Consulting Agreement, the options and restricted stock units held by Mr. Chaudhuri as of his retirement on December 3, 2025 will continue to vest and Mr. Chaudhuri will be permitted to exercise vested options. Mr. Chaudhuri will be permitted to exercise his stock options that are vested as of the termination of the Consulting Agreement for a period of three months thereafter. The agreement is subject to other customary terms, including confidentiality. The foregoing is a summary description of certain terms of the Consulting Agreement and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. On December 4, 2025, the Board ap

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 8, 2025, the Company issued a press release announcing the appointment of Mr. Munshi . A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Transition and Consulting Agreement, dated December 3, 2025, by and between the Company and Bhaskar Chaudhuri 99.1 Arcutis Biotherapeutics Inc. Appoints Amit Munshi to Board of Directors. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARCUTIS BIOTHERAPEUTICS, INC. Date: December 8, 2025 By: /s/ Latha Vairavan Latha Vairavan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR