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Trading Plans
−Removed: During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Chair of the Board
−Removed: The Company’s board of directors (the “Board”) elected Keith Leonard to serve as Chair of the Board, effective 4 November 2024.
−Removed: Leonard has served as a member of the Board since September 2021.
−Removed: Over his more than 30 years in the biopharmaceutical industry, he has had a wide variety of roles and brings deep expertise in pharmaceutical commercialization.
−Removed: He currently chairs the board of Unity Biotechnology, serves on the board of Intuitive Surgical, and was previously chair of the boards of Kythera Biopharmaceuticals and Sienna Biopharmaceuticals, and served on the boards of Sanifit SA, Anacor Pharmaceuticals, Affymax, and ARYx Therapeutics.
−Removed: He was also previously chief executive officer of Unity Biotherapeutics and Kythera Biopharmaceuticals.
−Removed: Leonard succeeds Patrick Heron.
−Removed: Heron, who has served as a member of the Board since its formation and as Chair of the Board since 2019, will continue to serve as an independent director.
+Added: On March 11, 2025 , Howard G.
+Added: Welgus , M.D., a member of our Board of Directors , entered into a Rule 10b5-1 trading plan , intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
+Added: The plan provided for the potential sale of up to 96,814 shares of common stock held by Mr.
+Added: Welgus, the potential exercise and sale of up to 29,538 options, as well as the potential sale of 10,139 shares resulting from RSUs vesting between June 16, 2025 and May 29, 2026 .
Number Description of Document Incorporated by Reference Form Date Number Filed/Furnished Herewith
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S-1/A 1/21/20 4.2
+Added: 10.1 Severance & Change in Control Agreement, dated April 10, 2025, by and between the Re gistrant and Latha Vairavan .
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
+Added: † Registrant has omitted portions of the exhibit as permitted under Item 601(b)(10) of Regulation S-K.
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Arcutis Biotherapeutics, Inc.
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ARCUTIS BIOTHERAPEUTICS, INC.
−Removed: November 06, 2024 By:
+Added: May 06, 2025 By:
/s/ Todd Franklin Watanabe
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(Principal Executive Officer)
−Removed: November 06, 2024 By:
−Removed: /s/ David Topper
+Added: May 06, 2025 By:
+Added: /s/ Latha Vairavan
+Added: Latha Vairavan
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.