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Arcutis Biotherapeutics, Inc.

For the period ended Apr 21, 2026. Filed Apr 21, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 21, 2026 · Filed Apr 21, 2026

Use the contents to explore the available documents and sections.

ARQT$25.55-5.4%Stored close · as of Nov 6, 2026
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Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

a

3027 Townsgate Road, Suite 300

Westlake Village, CA 91361

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONJune 5, 2026

To the Stockholders of Arcutis Biotherapeutics, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Arcutis Biotherapeutics, Inc., a Delaware corporation (the “Company”), will be held virtually on June 5, 2026, at 7:30 a.m. PDT. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/ARQT2026 by using the 16-digit control number that appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials.

The Annual Meeting will be held for the following purposes:

  1. To elect three Class III directors to hold office until the 2029 annual meeting of stockholders or until their successors are elected;

  2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026;

  3. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and

  4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 8, 2026 (the “Record Date”), can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote:

“FOR” the election of the director nominees named in Proposal No. 1 of the Proxy Statement;

“FOR” the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026; and

“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

By Order of the Board of Directors

/s/ Todd Franklin Watanabe

Todd Franklin Watanabe

President, Chief Executive Officer and Director

Westlake Village, California

April 21, 2026

TABLE OF CONTENTS

PROXY STATEMENT4
Information About the Proxy Process and Voting5
PROPOSAL NO. 1 ELECTION OF DIRECTORS11
Board Size and Structure11
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders12
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders15
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders16
Board Recommendation16
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM17
Appointment of Independent Registered Public Accounting Firm17
Principal Accountant Fees and Services17
Pre-Approval Policies and Procedures17
Board Recommendation18
Audit Committee Report19
EXECUTIVE OFFICERS20
CORPORATE GOVERNANCE22
Code of Business Conduct and Ethics22
Corporate Governance Guidelines22
Leadership Structure of the Board22
Independence of the Board of Directors22
Board Skills Overview24
Board Committees24
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance27
Role of Board in Risk Oversight Process28
Our Environmental, Social and Governance Principles28
Compensation Committee Interlocks and Insider Participation30
Pledging and Hedging Policy30
Stockholder Communications with the Board of Directors30
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS31
Director and Executive Officer Compensation31
Employment Agreements31
Indemnification Agreements and Directors’ and Officers’ Liability Insurance31
Investor Rights Agreement31
Policies and Procedures for Related Party Transactions32
EXECUTIVE COMPENSATION32
Compensation Discussion and Analysis32
2025 Summary Compensation Table61
Grants of Plan Based Awards Tables62
Outstanding Equity Awards at 2025 Fiscal Year End63
Equity Compensation Plan Information66
DIRECTOR COMPENSATION68
Non-Employee Director Compensation Program68
INFORMATION ABOUT STOCK OWNERSHIP72
Security Ownership of Certain Beneficial Owners and Management72
Delinquent Section 16(a) Reports75
PROPOSAL NO. 3 APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS75
Background75
Board Recommendation75
ADDITIONAL INFORMATION76
Householding of Proxy Materials76
Other Matters76
Copies of Notice and Proxy Card78
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.