Disc Medicine, Inc. 10-Q

ITEM 5. OTHER INFORMATION The following table discloses any officer (as defined in Rule 16a-1(f) under the Exchange Act) or director who entered into, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the three months ended June 30, 2026: Name and Title Type of Trading Arrangement Action Taken (Date of Action) Duration or End Date Aggregate Number of Securities to be Sold Description of Trading Arrangement William Savage , M.D., Ph.D. Chief Medical Officer Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) Adoption ( April 10, 2026 ) End Date ( December 31, 2026 ) 32,070 Sale Jean Franchi Chief Financial Officer Trading plan intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) Adoption ( June 17, 2026 ) End Date ( December 31, 2027 ) Up to 22,917 1 Sale (1) The aggregate number of shares available for sale cannot yet be determined, as it will be reduced by the number of shares sold to cover tax withholding obligations upon the vesting of Restricted Stock Units (RSUs). For disclosure purposes, the figures in this table reflect the maximum number of shares underlying the RSUs, without deducting shares that may be sold to cover taxes. Amended and Restated Employment Agreements On July 29, 2026, we entered into amended and restated employment agreements, effective as of July 29, 2026 (collectively, the “Amended Employment Agreements”), with each of John D. Quisel, J.D., Ph.D., our President and Chief Executive Officer; Jean Franchi, our Chief Financial Officer; Pamela Stephenson, M.P.H., our Chief Commercial Officer; William Savage, M.D., Ph.D., our Chief Medical Officer; and Jonathan Yu, M.B.A., our Chief Operating Officer (collectively, the “Executives”). The Amended Employment Agreements supersede and replace all Executives’ prior employment agreements. The Amended Employment Agreements will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. Dr. John D. Quisel The amended and restated employment agreement with Dr. Quisel (the “Quisel Amended Employment Agreement”) provides for his continued at-will employment as our President and Chief Executive Officer, an annual base salary of $735,000, and a target annual bonus opportunity equal to 60% of base salary, in accordance with his previously approved base salary and target annual bonus opportunity. Dr. Quisel will be eligible to participate in the employee benefit plans generally available to our employees. Consistent with the terms of Dr. Quisel’s prior employment agreement, the Quisel Amended Employment Agreement continues to provide that, if Dr. Quisel is terminated by us without Cause or resigns for Good Reason, in either case outside the period beginning three months before and ending 12 months after a Change in Control (the “Change in Control Period”), Dr. Quisel will be entitled to (i) continued base salary payments for 12 months; (ii) a lump-sum payment equal to a pro rata portion of his target annual bonus for the fiscal year of termination and any earned but unpaid bonus for the preceding fiscal year; (iii) immediate vesting of 25% of his then-unvested equity awards subject to time-based vesting; and (iv) payment of the Company’s employer contribution toward 78 COBRA coverage for up to 12 months following the termination date, subject to his continued copayment at the active employee rate. In lieu of the severance payments and benefits described above, the Quisel Amended Employment Agreement provides that if Dr. Quisel is terminated by us without Cause or resigns for Good Reason, in either case during the Change in Control Period, Dr. Quisel will be entitled to (i) a lump-sum cash payment equal to the sum of 21 months of his then-current base salary (or the base salary in effect immediately before the Change in Control, if higher), 1.75 times his target annual bonus for the fiscal year of termination and any earned but unpaid bonus for the preceding fiscal year; (ii) immediate and full vesting of all of his outstanding equity awards subject to time-based vesting; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to 18 months following the termination date, subject to his continued copayment at the active employee rate. All severance payments and benefits under the Quisel Amended Employment Agreement are conditioned upon the timely execution by Dr. Quisel of a separation agreement and release of claims in our favor and continued compliance with his continuing obligations. If any payments or benefits to Dr. Quisel would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, those payments and benefits will be reduced to the extent necessary to avoid the excise tax, but only if the reduction would result in a greater after-tax benefit to Dr. Quisel than payment in full. Dr. Quisel also remains subject to confidentiality, assignment of inventions, nonsolicitation, noncompetition and other restrictive covenants. Ms. Jean Franchi The amended and restated employment agreement with Ms. Franchi (the “Franchi Amended Employment Agreement”) provides for her continued at-will employment as our Chief Financial Officer, an annual base salary of $550,000, and a target annual bonus opportunity equal to 45% of base salary, in accordance with her previously approved base salary and target annual bonus opportunity. Ms. Franchi will be eligible to participate in the employee benefit plans generally available to our employees. Consistent with the terms of Ms. Franchi’s prior employment agreement, the Franchi Amended Employment Agreement continues to provide that, if Ms. Franchi is terminated by us without Cause or resigns for Good Reason, in either case outside the Change in Control Period, Ms. Franchi will be entitled to (i) continued base salary payments for nine months; (ii) any earned but unpaid bonus for the preceding fiscal year; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to nine months following the termination date, subject to her continued copayment at the active employee rate. In lieu of the severance payments and benefits described above, the Franchi Amended Employment Agreement provides that, if Ms. Franchi is terminated by us without Cause or resigns for Good Reason, in either case during the Change in Control Period, Ms. Franchi will be entitled to (i) a lump-sum cash payment equal to the sum of 15 months of her then-current base salary (or the base salary in effect immediately before the Change in Control, if higher), 1.25 times her target annual bonus for the fiscal year of termination and any earned but unpaid bonus for the preceding fiscal year; (ii) immediate and full vesting of all of her outstanding equity awards subject to time-based vesting; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to 15 months following the termination date, subject to her continued copayment at the active employee rate. All severance payments and benefits under the Franchi Amended Employment Agreement are conditioned upon the timely execution by Ms. Franchi of a separation agreement and release of claims in our favor and continued compliance with her continuing obligations. If any payments or benefits to Ms. Franchi would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, those payments and benefits will be reduced to the extent necessary to avoid the excise tax, but only if the reduction would result in a greater after-tax benefit to Ms. Franchi than payment in full. Ms. Franchi also remains subject to confidentiality, assignment of inventions, nonsolicitation, noncompetition and other restrictive covenants. Ms. Pamela Stephenson The amended and restated employment agreement with Ms. Stephenson (the “Stephenson Amended Employment Agreement”) provides for her continued at-will employment as our Chief Commercial Officer, an annual base salary of $538,000, and a target annual bonus opportunity equal to 45% of base salary, in accordance with her previously approved base salary and target annual bonus opportunity. Ms. Stephenson will be eligible to participate in the employee benefit plans generally available to our employees. Consistent with the terms of Ms. Stephenson’s prior employment agreement, the Stephenson Amended Employment Agreement continues to provide that, if Ms. Stephenson is terminated by us without Cause or resigns for Good Reason, in either case outside the Change in Control Period, Ms. Stephenson will be entitled to (i) continued base salary payments for nine months; (ii) any earned but unpaid bonus for the preceding fiscal year; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to nine months following the termination date, subject to her continued copayment at the active employee rate. In lieu of the severance payments and benefits described above, the Stephenson Amended Employment Agreement provides that if Ms. Stephenson is terminated by us without Cause or resigns for Good Reason, in either case during the Change in Control Period, Ms. Stephenson will be entitled to (i) a lump-sum cash payment equal to the sum of 15 months of her then-current base salary (or the base salary in effect immediately before the Change in Control, if higher), 1.25 times her target annual bonus for the fiscal year 79 of termination and any earned but unpaid bonus for the preceding fiscal year; (ii) immediate and full vesting of all of her outstanding equity awards subject to time-based vesting; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to 15 months following the termination date, subject to her continued copayment at the active employee rate. All severance payments and benefits under the Stephenson Amended Employment Agreement are conditioned upon the timely execution by Ms. Stephenson of a separation agreement and release of claims in our favor and continued compliance with her continuing obligations. If any payments or benefits to Ms. Stephenson would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, those payments and benefits will be reduced to the extent necessary to avoid the excise tax, but only if the reduction would result in a greater after-tax benefit to Ms. Stephenson than payment in full. Ms. Stephenson also remains subject to confidentiality, assignment of inventions, nonsolicitation, noncompetition and other restrictive covenants. Dr. William Savage The amended and restated employment agreement with Dr. Savage (the “Savage Amended Employment Agreement”) provides for his continued at-will employment as our Chief Medical Officer, an annual base salary of $556,000, and a target annual bonus opportunity equal to 45% of base salary, in accordance with his previously approved base salary and target annual bonus opportunity. Dr. Savage will be eligible to participate in the employee benefit plans generally available to our employees. Consistent with the terms of Dr. Savage’s prior employment agreement, the Savage Amended Employment Agreement continues to provide that, if Dr. Savage is terminated by us without Cause or resigns for Good Reason, in either case outside the Change in Control Period, Dr. Savage will be entitled to (i) continued base salary payments for nine months; (ii) any earned but unpaid bonus for the preceding fiscal year; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to nine months following the termination date, subject to his continued copayment at the active employee rate. In lieu of the severance payments and benefits described above, the Savage Amended Employment Agreement provides that if Dr. Savage is terminated by us without Cause or resigns for Good Reason, in either case during the Change in Control Period, Dr. Savage will be entitled to (i) a lump-sum cash payment equal to the sum of 15 months of his then-current base salary (or the base salary in effect immediately before the Change in Control, if higher), 1.25 times his target annual bonus for the fiscal year of termination and any earned but unpaid bonus for the preceding fiscal year; (ii) immediate and full vesting of all of his outstanding equity awards subject to time-based vesting; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to 15 months following the termination date, subject to his continued copayment at the active employee rate. All severance payments and benefits under the Savage Amended Employment Agreement are conditioned upon the timely execution by Dr. Savage of a separation agreement and release of claims in our favor and continued compliance with his continuing obligations. If any payments or benefits to Dr. Savage would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, those payments and benefits will be reduced to the extent necessary to avoid the excise tax, but only if the reduction would result in a greater after-tax benefit to Dr. Savage than payment in full.. Dr. Savage also remains subject to confidentiality, assignment of inventions, nonsolicitation, noncompetition and other restrictive covenants. Mr. Jonathan Yu The amended and restated employment agreement with Mr. Yu (the “Yu Amended Employment Agreement”) provides for his continued at-will employment as our Chief Operating Officer, an annual base salary of $530,000, and a target annual bonus opportunity equal to 45% of base salary, in accordance with his previously approved base salary and target annual bonus opportunity. Mr. Yu will be eligible to participate in the employee benefit plans generally available to our employees. Consistent with the terms of Mr. Yu’s prior employment agreement, the Yu Amended Employment Agreement continues to provide that, if Mr. Yu is terminated by us without Cause or resigns for Good Reason, in either case outside the Change in Control Period, Mr. Yu will be entitled to (i) continued base salary payments for nine months; (ii) any earned but unpaid bonus for the preceding fiscal year; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to nine months following the termination date, subject to his continued copayment at the active employee rate. In lieu of the severance payments and benefits described above, the Yu Amended Employment Agreement provides that if Mr. Yu is terminated by us without Cause or resigns for Good Reason, in either case during the Change in Control Period, Mr. Yu will be entitled to (i) a lump-sum cash payment equal to the sum of 15 months of his then-current base salary (or the base salary in effect immediately before the Change in Control, if higher), 1.25 times his target annual bonus for the fiscal year of termination and any earned but unpaid bonus for the preceding fiscal year; (ii) immediate and full vesting of all of his outstanding equity awards subject to time-based vesting; and (iii) payment of the Company’s employer contribution toward COBRA coverage for up to 15 months following the termination date, subject to his continued copayment at the active employee rate. All severance payments and benefits under the Yu Amended Employment Agreement are conditioned upon the timely execution by Mr. Yu of a separation agreement and release of claims in our favor and continued compliance with his continuing obligations. 80 If any payments or benefits to Mr. Yu would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, those payments and benefits will be reduced to the extent necessary to avoid the excise tax, but only if the reduction would result in a greater after-tax benefit to Mr. Yu than payment in full. Mr. Yu also remains subject to confidentiality, assignment of inventions, nonsolicitation, noncompetition and other restrictive covenants. 81 ITEM 6. EXHIBITS . The exhibits filed as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Description 2.1† Agreement and Plan of Merger and Reorganization, dated as of August 9, 2022, by and among Gemini Therapeutics, Inc. Gemstone Merger Sub, Inc. and Disc Medicine, Inc. (incorporated by reference to Annex A to the Registrant’s Proxy Statement/Prospectus on Form S-4 filed on September 2, 2022). 3.1 Amended and Restated Certificate of Incorporation of Disc Medicine, Inc., dated February 5, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 11, 2021). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Disc Medicine, Inc., dated December 28, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Disc Medicine, Inc., dated December 29, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 29, 2022). 3.4 Amended and Restated By-laws of Disc Medicine, Inc. (incorporated by reference to Annex C to the Registrant's Proxy Statement/Prospectus on Form S-4/A filed on January 19, 2021 (Registration No. 333-249785)). 10.1*+ First Amendment to the Loan and Security Agreement, dated as of June 25, 2026 by and between the Registrant and Hercules Capital, Inc. 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. † The annexes, schedules, and certain exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Commission upon request. + Portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DISC MEDICINE, INC. Date: July 30, 2026 By: /s/ John Quisel John Quisel, J.D., Ph.D. President and Chief Executive Officer (Principal Executive Officer) Date: July 30, 2026 By: /s/ Jean Franchi Jean Franchi Chief Financial Officer (Principal Financial and Accounting Officer) 83