Alto Neuroscience Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 26, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Alto Neuroscience, Inc. (the “Company”) promoted Nicholas C. Smith, the Company’s Chief Financial Officer and Chief Business Officer, to the position of President and Chief Financial Officer, effective immediately. In connection with Mr. Smith’s promotion, as of August 26, 2026, Amit Etkin, M.D., Ph. D., the Company’s President and Chief Executive Officer, continues in his role as the Company’s Chief Executive Officer, but no longer holds the office of the President. Dr. Etkin serves as the Company’s principal executive officer and Mr. Smith serves as the Company’s principal financial officer. In connection with Mr. Smith’s promotion to President and Chief Financial Officer, on the Effective Date, the Company entered into a promotion and retention agreement (the “Promotion and Retention Agreement”) with Mr. Smith. Pursuant to the Promotion and Retention Agreement, the Company has agreed to pay Mr. Smith a cash retention payment (the “Retention Payment”) which shall be paid as follows: (1) $3,000,000 payable within ten days of the Effective Date and (2) $3,000,000 payable on the twelve-month anniversary of the Effective Date. Both portions of the Retention Payment are subject to standard deductions and withholdings. If Mr. Smith’s employment with the Company terminates for any reason, including Mr. Smith’s resignation, or is terminated by the Company for Cause (as such term is defined in the Offer Letter, as amended, between Mr. Smith and the Company (the “Offer Letter”)), in either case prior to the two-year anniversary of the Effective Date (the “Retention Date”), Mr. Smith will not be entitled to any unpaid portion of the Retention Payment, and any previously paid portion of the Retention Payment will be subject to recoupment by the Company, with Mr. Smith required to repay such amounts to the Company within 30 days following his last day of employment. If, prior to the Retention Date, the Company terminates Mr. Smith's employment without Cause, or his employment terminates due to his death or Disability (as such term is defined in the Offer Letter), the Company will pay to Mr. Smith any unpaid portion of the Retention Payment upon such termination. Biographical information for Mr. Smith is contained in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on March 26, 2026. There are no arrangements or understandings between Mr. Smith and any other persons, pursuant to which he was appointed to the position of President, there are no family relationships between Mr. Smith and any of the Company’s directors or other executive officers, and there are no transactions between Mr. Smith and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. The foregoing summary is qualified in its entirety by reference to the full text of the Promotion and Retention Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.