US Corporate Board Director Changes SEC Filings — August 04, 2026

USA Board Room Changes

By Gunpowder Editorial ·

44 high priority 44 total filings analysed

Executive Summary

The 44 filings for August 4, 2026, reveal a significant wave of leadership transitions across the US market, with 30+ companies reporting CEO, CFO, or board changes. The most critical developments are concentrated in the small-to-mid-cap healthcare and technology sectors, where several companies are undergoing forced or strategic restructurings.

Notable period-over-period trends from the earnings reports embedded in these filings show a mixed picture: while Marqeta and Better Home & Finance posted strong revenue growth (32% and 38% YoY respectively), others like Lumen Technologies (-9% YoY) and Angi Inc. (-11% YoY) are contracting. A clear pattern of insider departures amid financial distress is emerging, with Lisata Therapeutics (72% workforce reduction) and Better Home (founder CEO ousted, ongoing losses) signaling deep operational challenges. The market is also seeing a wave of planned CEO successions at large caps (Steel Dynamics, McDonald's, Johnson & Johnson), which are generally viewed as neutral-to-positive due to orderly transitions. The most actionable intelligence lies in the diverging fortunes of companies like Marqeta (strong growth but sharp guidance deceleration) versus the distressed restructurings at Lisata and Better Home, where insider moves and forward-looking statements point to significant downside risk.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from August 03, 2026.

Investment Signals (10)

  • TPV grew 32% YoY to $120B, achieved GAAP net income of $8M (vs -$1M loss), and authorized a $150M buyback. However, Q3 guidance implies sharp deceleration (6-8% revenue growth vs 17% in Q2). [BULLISH/BEARISH MIXED]

  • Funded loan volume surged 38% YoY to $1.67B, revenue up 28% to $54.7M, but net loss of -$30.6M and negative EBITDA persist. Founder CEO ousted, cost reduction target doubled to $45M.

  • Planned CEO succession with 28-year insider Theresa Wagler taking over Jan 2027, signaling stability and strong talent pipeline. Board approved multiple senior leadership changes.

  • 72% workforce reduction, CMO terminated without cause, and lawsuit against Kuva Labs for breach of merger agreement. Severance costs of $1.2M through Q3 2026.

  • Angi Inc. (BEARISH)

    Revenue declined 11% YoY to $248M, net loss of -$230.7M driven by $235.2M goodwill impairment, and Adjusted EBITDA fell 14%. Large Pro revenue grew 20% for 2nd consecutive quarter.

  • Revenue down 9% YoY to $2.8B, but net loss improved to -$201M from -$915M. Strategic revenue now 53% of business revenue. Alkira acquisition closed.

  • Revenue down 3.2% YoY, Adjusted EBITDA plunged 27.6% to $92M, gross margin compressed to 27.8% from 33.3%. Full-year guidance implies continued weakness.

  • Net loss improved to -$7.4M from -$9.6M, revenue up 8.9%, truck productivity up 12.8% YoY, but operating ratio worsened to 114.2% and revenue per mile declined. New CFO appointed.

  • New CEO appointed, launching first age-gated flavored vape, holds 678-SKU PMTA portfolio. Product launch weeks away but subject to FDA authorization risk. [BULLISH/BEARISH MIXED]

  • Appointed two independent directors with power infrastructure and data center expertise as part of planned transition, strengthening board for digital infrastructure strategy.

Risk Flags (10)

  • 72% workforce cut, CMO terminated, lawsuit for breach of merger agreement. Cash burn and strategic uncertainty are high.

  • Net loss of -$30.6M, negative EBITDA, founder CEO ousted, pursuing sale of UK bank subsidiary. Cost reduction target doubled signals deeper problems.

  • $235.2M non-cash goodwill impairment, revenue declining 11% YoY, net loss of -$230.7M. Further impairments possible if trends continue.

  • Q3 guidance implies revenue growth of only 6-8% vs 17% in Q2, a sharp deceleration that may signal market share loss or customer concentration issues.

  • Gross profit margin declined to 27.8% from 33.3% YoY, Adjusted EBITDA down 27.6%. Full-year guidance suggests back-half weakness.

  • Operating ratio worsened to 114.2% from 112.5%, revenue per mile declined to $1.98 from $2.04, total loads fell 8.1% YoY despite revenue growth.

  • Total revenue down 9% YoY, Mass Markets revenue fell 40% YoY, adjusted EBITDA excluding special items decreased to $802M from $877M.

  • CFO resigned for personal reasons, company just regained compliance with Nasdaq minimum bid price. Small-cap volatility and leadership gap risk.

  • CFO resigned effective Aug 17, 2026, interim CFO appointed. Leadership instability in a small-cap company with limited resources.

  • Interim CFO resigning effective Sep 15, 2026, no successor announced. Key finance role gap during a transition period.

Opportunities (10)

  • Strong Q2 results (32% TPV growth, GAAP profitability) with $150M buyback. If Q3 guidance proves conservative, stock could re-rate significantly.

  • 38% YoY loan volume growth, new CEO with restructuring experience, cost reduction target doubled to $45M. If turnaround succeeds, significant upside from distressed levels.

  • Insider CEO succession with 28-year tenure, strong talent pipeline, and board-approved leadership changes. Stability and strategic continuity are undervalued.

  • Launching first age-gated flavored vape in US, 678-SKU PMTA portfolio. If FDA accepts age-gating technology, could unlock massive market. High risk/reward.

  • New directors with power infrastructure and data center expertise strengthen board for digital infrastructure strategy. Planned transition signals strategic focus.

  • Appointed two highly qualified directors (former CFOs of Vertiv and FedEx) to support long-term strategy amid strong industry demand.

  • Appointed CFO from Darden Restaurants (Olive Garden) with 25+ years experience. Sign-on RSU of $825K aligns incentives. Operational expertise could drive margin improvement.

  • Appointed CMO with 30+ years experience from Eli Lilly and GSK. Strengthens cardiometabolic pipeline (IBIO-600, IBIO-610) as it moves toward late-stage development.

  • New CEO with track record of scaling BioTelemetry from $50M to $2.8B market cap. Significant inducement equity awards (1.365M options + 500K RSUs) align incentives.

  • Appointed David Barse with deep financial and governance expertise. Company operates 2,700+ early learning centers, benefiting from secular tailwinds in childcare demand.

Sector Themes (6)

  • Healthcare Restructuring Wave

    3 healthcare companies (TELA Bio, Lisata Therapeutics, iBio) undergoing significant leadership changes, with Lisata implementing a 72% workforce reduction. Sector is seeing forced restructurings and strategic pivots, particularly in small-cap biotech.

  • CEO Succession at Scale

    Large caps (McDonald's, Johnson & Johnson, Steel Dynamics) are executing planned CEO transitions with internal successors, signaling stability. Mid-caps (Dave & Buster's, Matthews International) are also seeing orderly transitions, a positive governance signal.

  • Fintech Growth Divergence

    Marqeta (32% TPV growth) and Better Home (38% loan volume growth) show strong top-line expansion, but both face profitability challenges. The sector is bifurcating between winners achieving scale and those burning cash.

  • Industrial and Energy Leadership Refresh

    Steel Dynamics, Fluor, and MARA Holdings are all strengthening boards with domain expertise in infrastructure, energy, and data centers, reflecting a strategic pivot toward capital-intensive growth areas.

  • Small-Cap CFO Churn

    Multiple small-caps (Boxlight, Expion360, Baxter International, PAMT CORP) are experiencing CFO departures, creating leadership gaps that could signal financial control issues or attract activist attention.

  • Regulatory and Compliance Risks

    Charlie's Holdings (FDA PMTA risk), Expion360 (Nasdaq compliance), and Eagle Nuclear (auditor resignation) highlight ongoing regulatory and compliance challenges in small-cap names, creating both risk and potential catalysts.

Watch List (8)

  • Watch for strategic alternatives announcement, severance costs impact, and outcome of Kuva Labs lawsuit. Workforce reduction effective Aug 3, 2026.

  • Monitor sale of Birmingham Bank (process led by FT Partners), Q3 2026 results, and new CEO's restructuring plan. Cost reduction target of $45M.

  • 👁

    Q3 2026 earnings (expected late Oct/early Nov) to see if guidance deceleration materializes. Watch for buyback execution under $150M authorization.

  • CEO succession effective Jan 1, 2027. Monitor Q3 earnings for any strategic shifts under incoming CEO Theresa Wagler.

  • Product launch of age-gated flavored vape in coming weeks. FDA response to PMTA portfolio is key catalyst.

  • CFO transition through Oct 31, 2026. Monitor Nasdaq compliance maintenance and new CFO appointment.

  • Eagle Nuclear Corp
    👁

    Annual Meeting scheduled for Aug 19, 2026, where board member will not stand for re-election. Auditor change to CBIZ CPAs needs to be completed.

  • Interim CFO resignation effective Sep 15, 2026. Watch for announcement of permanent CFO successor.

Filing Analyses (44)
TELA Bio, Inc. 8-K neutral materiality 7/10

04-08-2026

TELA Bio, Inc. announced the termination of CEO Antony Koblish without cause, effective August 3, 2026, and appointed Heather Getz as the new CEO and a Class II director. Ms. Getz brings extensive experience in healthcare and medical devices, including leading BioTelemetry from a $50M to $2.8B market cap. The company granted her significant inducement equity awards, including options for 1,365,000 shares and RSUs for 500,000 shares, with a base salary of $650,000 and target bonus of 100% of salary. The filing does not disclose any financial results or performance metrics, so no period-over-period comparisons are available.

  • · Mr. Koblish's termination is treated as without cause; his existing equity awards remain outstanding pending a separation agreement.
  • · Ms. Getz's appointment as CEO and director is effective August 3, 2026; her director term expires at the 2027 Annual Meeting.
  • · Ms. Getz holds a CPA, an MBA from Villanova University, and a Director Certification from NACD.
  • · The equity grants include a top-up provision: if the company completes equity financings within 18 months, additional grants will bring total shares subject to initial and top-up grants to 5% of outstanding shares post-financing.
  • · Severance terms: 12 months base salary (18 months in a change of control) plus COBRA continuation for up to 12 months.
LISATA THERAPEUTICS, INC. 8-K negative materiality 9/10

04-08-2026

Lisata Therapeutics announced a 72% workforce reduction effective August 3, 2026, as part of cost-reduction initiatives to pursue strategic options. The company estimates $1.2 million in severance and termination costs through Q3 2026. In connection with the reduction, EVP of R&D and CMO Dr. Kristen K. Buck was terminated without cause and is entitled to 12 months of base salary, target bonus, and COBRA premiums; meanwhile, SVP James Nisco received a $200,000 retention bonus contingent on employment through year-end. Separately, on July 31, 2026, Lisata sued Kuva Labs Inc. and its subsidiary for breach of the March 2026 merger agreement, seeking damages for expected stockholder benefits.

  • · The workforce reduction was approved by the board on August 3, 2026 and effective immediately.
  • · Dr. Buck's termination is without Cause under her Amended and Restated Employment Agreement dated June 10, 2025.
  • · James Nisco's retention bonus is payable within 30 days after December 31, 2026, subject to continued employment; if terminated without Cause, it is payable within 30 days of executing a release.
  • · The lawsuit against Kuva Labs was filed in the Court of Chancery of the State of Delaware on July 31, 2026, alleging breach of the Merger Agreement dated March 6, 2026.
FB Bancorp, Inc. /MD/ 8-K neutral materiality 3/10

04-08-2026

FB Bancorp, Inc. announced the retirement of Dr. Stephen W. Hales from its Board of Directors, effective July 29, 2026, after 22 years of service. The departure was not due to any disagreement with the company. Concurrently, the Board appointed existing director Mark Romig as Chair of the Nominating/Governance Committee.

  • · Dr. Hales' retirement was effective immediately on July 29, 2026.
  • · Mark Romig was appointed Chair of the Nominating/Governance Committee effective immediately.
  • · The retirement was in accordance with the Company's Director Guidelines.
iBio, Inc. 8-K positive materiality 6/10

04-08-2026

iBio, Inc. appointed Dr. Molly Carr as Chief Medical Officer, effective August 4, 2026. Dr. Carr brings over 30 years of experience in endocrinology and metabolic disease, having held senior roles at Eli Lilly, GlaxoSmithKline, and other leading institutions. The company also granted her options to purchase 430,000 shares at $1.40 per share as an inducement award. This appointment strengthens iBio's clinical leadership as it advances its cardiometabolic pipeline, including IBIO-600 and IBIO-610, toward late-stage development.

  • · Dr. Carr earned her M.D. from Columbia University College of Physicians and Surgeons and completed residency and fellowship in endocrinology at the University of Washington.
  • · The option award was granted as an inducement material to employment under Nasdaq Listing Rule 5635(c)(4) and approved by the Compensation Committee.
  • · The option vests 25% on the one-year anniversary and 6.25% quarterly thereafter, with accelerated vesting upon change in control or certain involuntary terminations.
  • · iBio is a clinical-stage biotechnology company developing long-acting antibody therapeutics for obesity, cardiometabolic, cardiopulmonary diseases, and cancer.
Better Home & Finance Holding Co 8-K mixed materiality 8/10

04-08-2026

Better Home & Finance Holding Co appointed Daniel Lewis as Interim CEO, succeeding founder Vishal Garg who remains on the Board. The company issued preliminary Q2 2026 results showing funded loan volume of $1.67B (+38% YoY) and revenue of $54.7M (+28% YoY), but reported a net loss of $30.6M and negative adjusted EBITDA of -$14.0M. The company also raised its annualized cost reduction target to over $45M from $25M.

  • · Daniel Lewis has over 30 years of operating, investment, and governance experience; previously CEO of Ascend Fundraising Solutions (2018-2023) and founder of Orange Capital LLC.
  • · The company is pursuing the sale of its UK bank subsidiary, Birmingham Bank, through a process led by FT Partners.
  • · Adjusted EBITDA for Q2 2026 includes a $6.5M benefit from a TRID reserve release related to loans originated prior to June 2022.
  • · The company rescheduled its Q2 2026 earnings release and conference call to August 6, 2026 from August 10, 2026.
  • · Lewis's compensation will be overwhelmingly tied to shareholder returns and long-term operating performance.
Certara, Inc. 8-K negative materiality 6/10

04-08-2026

Certara, Inc. announced the departure of Leif E. Pedersen from his role as President and Chief Commercial Officer, effective August 1, 2026. He will transition to a Senior Advisor role until December 31, 2026, after which his employment will be terminated without cause and he will receive severance benefits. This represents a significant change in the company's executive leadership.

  • · The departure was announced on August 4, 2026, but was effective as of August 1, 2026.
  • · Mr. Pedersen will serve as a Senior Advisor assisting with transition matters until December 31, 2026.
  • · His employment agreement is dated July 30, 2020.
  • · Severance benefits will be provided under the Company's Executive Officer Severance Policy.
  • · The filing references a Definitive Proxy Statement filed on April 3, 2026, for details on post-employment payments.
Eton Pharmaceuticals, Inc. 8-K neutral materiality 3/10

04-08-2026

Eton Pharmaceuticals appointed Danka Radosavljevic (age 42) as Chief Operating Officer, effective July 31, 2026. She previously served as Executive Vice President, Operations for over five years and has been with the company since 2017. Her compensation includes an annual base salary of $520,800 and a discretionary bonus target of 50% of base salary.

  • · Ms. Radosavljevic has been with the company since 2017.
  • · She previously oversaw quality, product development, regulatory, supply chain, and information systems.
  • · The appointment was effective July 31, 2026, and the 8-K was filed on August 4, 2026.
Theriva Biologics, Inc. 8-K mixed materiality 6/10

04-08-2026

Theriva Biologics held its 2026 Annual Meeting on August 3, 2026, where stockholders approved all six proposals, including the election of four directors, ratification of BDO USA as auditor, an amendment to the 2020 Stock Incentive Plan increasing authorized shares from 4,500,000 to 6,500,000, an increase in authorized common stock, and the issuance of shares upon warrant exercise. Notably, Proposal 3 (Plan amendment) passed by a narrow margin (3,110,068 for vs. 2,840,658 against), while Proposal 4 (authorized share increase) and Proposal 6 (adjournment) received strong support. The company also disclosed that the Board retains discretion on whether to file the Charter Amendment despite stockholder approval.

  • · Proposal 3 (Plan amendment) passed with 3,110,068 votes for, 2,840,658 against, and 105,575 abstentions, plus 10,823,826 broker non-votes.
  • · Proposal 4 (authorized share increase) passed with 12,007,931 for, 4,643,286 against, and 228,910 abstentions.
  • · Proposal 5 (warrant exercise share issuance) passed with 3,665,312 for, 2,267,592 against, and 123,397 abstentions.
  • · Proposal 6 (adjournment) passed with 12,012,234 for, 4,297,352 against, and 570,541 abstentions, but was not needed as all other proposals passed.
  • · The Board retains discretion on whether to file the Charter Amendment to increase authorized shares.
MCDONALDS CORP 8-K neutral materiality 6/10

04-08-2026

McDonald's appointed Skye Anderson as President of McDonald's USA, effective August 4, 2026, succeeding Joe Erlinger, who is leaving after more than two decades with the company. Anderson, a 26-year McDonald's veteran and former COO of the U.S. business, will oversee nearly 14,000 U.S. restaurants and lead the company's largest market as it advances its 'McDonald's > NEXT' growth strategy. The leadership transition is part of a deliberate plan initiated earlier this year, with Erlinger remaining as an advisor until early 2027.

  • · Anderson has more than 26 years of McDonald's experience.
  • · Erlinger led the U.S. business for almost seven years.
  • · Anderson previously served as COO of McDonald's USA, returning earlier this year as part of the transition plan.
  • · Anderson's career includes finance leadership in Australia, field and zone leadership in the U.S., and creation of the company's Global Business Services.
  • · Approximately 95% of McDonald's restaurants worldwide are owned and operated by independent local business owners.
  • · McDonald's operates in over 100 countries.
JOHNSON & JOHNSON 8-K neutral materiality 3/10

04-08-2026

Johnson & Johnson announced the retirement of Jennifer Taubert, Executive Vice President and Worldwide Chairman of Innovative Medicine, after a 21-year tenure during which the business grew to over $60 billion in annual revenue. She will be succeeded by Tom Cavanaugh, currently Company Group Chairman for North America, effective September 1, 2026. The transition is described as smooth and planned, with no negative financial impact indicated.

  • · Jennifer Taubert's retirement follows a 21-year tenure at Johnson & Johnson.
  • · Tom Cavanaugh joined Johnson & Johnson in 2017 and previously spent nearly 15 years at Celgene.
  • · Tom Cavanaugh will join the Johnson & Johnson Executive Committee effective September 1, 2026.
  • · Jennifer Taubert was recognized for 10 consecutive years among Fortune’s Most Powerful Women.
STEEL DYNAMICS INC 8-K positive materiality 7/10

04-08-2026

Steel Dynamics announced a CEO succession plan: Theresa E. Wagler will become President and CEO effective January 1, 2027, succeeding Mark D. Millett who will transition to Executive Chairman. Richard A. Poinsatte will succeed Wagler as CFO on the same date. The board also approved several senior leadership changes effective September 1, 2026, to support long-term growth and talent development.

  • · Theresa Wagler has been with Steel Dynamics for 28 years and served as EVP and CFO since 2007.
  • · Richard Poinsatte joined Steel Dynamics in 2000 and has served as Treasurer since 2008.
  • · Barry Schneider is taking a new strategic growth role as EVP and Chief Technology Officer, adding oversight of decarbonization strategy.
  • · Miguel Alvarez will assume executive oversight of metals recycling in addition to aluminum investments; he previously led the metals recycling platform from March 2022 to October 2025.
  • · James Anderson will assume executive oversight of steel fabrication in addition to long products steel; he previously led the steel fabrication business from 2015 to 2024.
  • · Christopher Graham was promoted to EVP and COO of Flat Rolled Steel Operations in recognition of the scale and growth opportunities of that business.
  • · The succession plan was unanimously approved by the board of directors.
  • · Wagler will become a member of the board effective immediately.
  • · Millett co-founded the company over 30 years ago.
StratCap Digital Infrastructure REIT, Inc. 8-K neutral materiality 3/10

04-08-2026

StratCap Digital Infrastructure REIT announced leadership changes effective July 31, 2026. James A. Condon resigned as Chairman, Director, and President of the company, as well as President of the Advisor and Sponsor, with no disagreement cited. Adam Baxter was appointed Chairman and President, while Erik Rostvold was appointed Head of Data Center Investments, succeeding Bryan B. Marsh III, who resigned. These changes are routine governance transitions with no disclosed financial impact.

  • · Adam Baxter, age 50, has served on the Board since September 2024 and as Secretary since July 2025.
  • · Baxter was a Managing Director at Macquarie Group from May 2005 to February 2023.
  • · Erik Rostvold, age 49, has been Chief Risk Officer of the Advisor and Sponsor since October 2024.
  • · Rostvold has been involved in the formation and capital raise for over $20B in alternative investment offerings.
  • · No family relationships or related-party transactions were disclosed for Baxter or Rostvold.
OGLETHORPE POWER CORP 8-K neutral materiality 3/10

04-08-2026

Oglethorpe Power Corporation announced that Heather H. Teilhet, current Executive Vice President of External Affairs, has been selected by the Georgia Electric Membership Corporation's board as the next President/CEO, effective January 4, 2027. Ms. Teilhet will resign from her current role on January 1, 2027, and will assist with the transition of her responsibilities. The company will begin a search for her replacement.

  • · The appointment is effective January 4, 2027.
  • · Ms. Teilhet will resign from her current position on January 1, 2027.
  • · She will remain with the company through her resignation date to assist with the transition.
  • · The company will begin a search for Ms. Teilhet's replacement as Executive Vice President, External Affairs.
Marqeta, Inc. 8-K mixed materiality 8/10

04-08-2026

Marqeta reported Q2 2026 financial results with Total Processing Volume (TPV) growing 32% YoY to $120 billion, Net Revenue up 17% to $176 million, and Gross Profit up 17% to $122 million. The company achieved GAAP Net Income of $8 million (vs. a net loss of $1 million in Q2 2025) and Adjusted EBITDA of $37 million (+31% YoY). However, the company's Q3 2026 guidance calls for a sharp deceleration, with Net Revenue growth of only 6-8% and Gross Profit growth of 5-7%, well below the prior quarter's 17% growth rates. The Board also authorized a $150 million share repurchase program.

  • · Gross Margin remained flat at 69% in Q2 2026 vs Q2 2025.
  • · Total Operating Expenses increased 4% YoY to $118.2 million in Q2 2026.
  • · The company's Q3 2026 guidance implies a significant deceleration: Net Revenue growth of 6-8% and Gross Profit growth of 5-7%, compared to 17% growth in Q2 2026.
  • · FY 2026 guidance: Net Revenue growth 12-13%, Gross Profit growth 11-12%, Adjusted EBITDA growth in the low 30s.
  • · The company completed a one-for-four reverse stock split effective June 30, 2026, which reduced weighted-average shares outstanding by a factor of four and increased per-share amounts by a factor of four for all periods presented.
  • · Weighted-average basic shares outstanding decreased from 115.4 million in Q2 2025 to 105.5 million in Q2 2026, partly due to the reverse stock split.
Angi Inc. 8-K mixed materiality 9/10

04-08-2026

Angi Inc. reported Q2 2026 revenue of $248.0M, down 11% YoY from $278.2M, and a net loss of $230.7M vs. net income of $10.9M in Q2 2025, driven by a $235.2M non-cash goodwill and intangible impairment. Adjusted EBITDA fell 14% to $28.2M. Positively, Large Pro and National Partnership Revenue grew 20% for the second consecutive quarter, and International Revenue was approximately flat YoY. The company also launched a beta test of its AI Front Desk agent in July 2026.

  • · Revenue per Lead increased 1% YoY in Q2 2026, reflecting a favorable shift in Pro mix toward the subscription product.
  • · The company recorded an income tax benefit of $0.9 million in Q2 2026, with the effective rate below 21% due to the permanently non-deductible goodwill impairment.
  • · Year-to-date Adjusted EBITDA was $51.2 million.
  • · Since the debt repurchase program's inception (March 20, 2026) through May 5, 2026, the company repurchased $100.0 million aggregate principal amount of 2028 Senior Notes for $91.9 million cash, realizing an $8.4 million gain. No additional repurchases occurred after May 5, 2026.
  • · U.S. segment operating loss was $239.0 million in Q2 2026, compared to operating income of $12.7 million in Q2 2025.
  • · International segment operating income was $5.3 million in Q2 2026, up from $5.0 million in Q2 2025.
  • · Consumer marketing expense increased to 41% of revenue in Q2 2026 from 35% in Q2 2025.
  • · Fixed expense decreased to 17% of revenue in Q2 2026 from 22% in Q2 2025.
  • · The company had 40.6 million absolute shares outstanding as of July 31, 2026, with potential dilution of 1.0 million shares from RSUs and MSUs (2.3% dilution).
Streamex Corp. 8-K neutral materiality 3/10

04-08-2026

On July 29, 2026, director Shawn Matthews resigned from the Board of Streamex Corp., effective immediately, with no disagreement with the company. The company has identified a potential candidate to fill the vacancy before year-end, but no appointment is guaranteed and the seat may remain unfilled.

  • · Resignation was not due to any disagreement with the company on operations, policies, or practices.
  • · The company has identified a potential qualified candidate but no assurance of nomination or appointment.
  • · The company reserves the right to leave the vacancy unfilled.
Lumen Technologies, Inc. 8-K mixed materiality 8/10

04-08-2026

Lumen Technologies reported Q2 2026 revenue of $2.805 billion, down 9% YoY, with a net loss of $(201) million, improved from a $(915) million loss a year ago. Strategic revenue grew to 53% of business revenue, and the company closed the Alkira acquisition to enhance its digital networking capabilities. However, total revenue declined, Mass Markets revenue fell 40% YoY, and adjusted EBITDA excluding special items decreased to $802 million from $877 million.

  • · Strategic revenue increased to 53% of total business revenue, up from 51% in Q1 2026.
  • · Q2 2026 diluted loss per share was $(0.20), compared to $(0.92) in Q2 2025; excluding special items, diluted loss per share was $(0.07) vs $(0.03) in Q2 2025.
  • · Net cash provided by operating activities was $971 million in Q2 2026, up from $570 million in Q2 2025.
  • · Capital expenditures were $902 million in Q2 2026, up from $891 million in Q2 2025.
  • · Full-year 2026 outlook: Adjusted EBITDA excluding special items $3.1-$3.3 billion; Free cash flow excluding special items $1.9-$2.1 billion; Capital expenditures excluding special items $3.2-$3.4 billion.
  • · Q2 2026 revenue by segment: Large Enterprise $794M (up 4% YoY), Mid-Market Enterprise $435M (down 8% YoY), Public Sector $490M (up 1% YoY), Wholesale $653M (down 5% YoY), International and Other $72M (down 10% YoY).
  • · Q2 2026 revenue by product: Strategic $1,289M (up 14% YoY), Legacy $1,155M (down 15% YoY).
  • · Q2 2026 net loss margin was (7.2)% vs (29.6)% in Q2 2025; excluding special items, net loss margin was (2.6)% vs (0.9)%.
  • · Adjusted EBITDA margin was 21.3% in Q2 2026 vs 23.4% in Q2 2025; excluding special items, 28.6% vs 28.4%.
  • · Q2 2026 stock-based compensation expense was $18 million, up from $12 million in Q2 2025.
3D SYSTEMS CORP 8-K neutral materiality 6/10

04-08-2026

3D Systems announced that Dr. Jeffrey Graves will step down as President, CEO, and Board member, continuing in his role until a successor is appointed later this year, after which he will serve as a consultant for six months. The Board has initiated a CEO search with an executive search firm. The announcement accompanies the company's Q2 2026 financial results release, with no specific financial metrics or performance comparisons provided in this filing.

  • · CEO transition plan announced alongside Q2 2026 financial results.
  • · Dr. Graves joined 3D Systems in May 2020.
  • · Company focuses on Aerospace & Defense, Data Center Infrastructure, Med Tech, and Dental markets.
  • · Board has engaged an executive search firm for the CEO search.
INGLES MARKETS INC 8-K neutral materiality 3/10

04-08-2026

Ingles Markets announced the resignation of board member Brenda S. Tudor, effective September 8, 2026, citing family health reasons. The board plans to appoint an additional independent member to the Audit Committee and elect a new board member to fill the vacancy. No financial impact or disagreement was disclosed.

  • · Resignation effective September 8, 2026
  • · Board plans to appoint an additional independent board member to join the Audit Committee
  • · Board plans to elect a new board member to fill the vacancy
  • · Resignation is not due to any disagreement with the company
Burlington Stores, Inc. 8-K neutral materiality 3/10

04-08-2026

Burlington Stores announced the departure of EVP and CHRO Matthew Pasch, effective September 1, 2026, with severance benefits including pro-rata vesting of his 2024 performance-based RSU. John Pershing, a seasoned HR leader with experience at Barnes & Noble, Canadian Tire, Ascena, and Best Buy, is expected to succeed him in October 2026. The transition appears orderly with a planned handoff, though the filing contains no financial impact or performance metrics.

  • · Mr. Pasch's departure is effective September 1, 2026.
  • · John Pershing is expected to assume the CHRO role in October 2026.
  • · Pershing's most recent role was CHRO at Barnes & Noble (2024-2025).
  • · Pershing previously spent over 20 years at Best Buy in various leadership roles.
COLUMBUS MCKINNON CORP 8-K neutral materiality 3/10

04-08-2026

Columbus McKinnon Corporation announced the formal appointment of John R. Linker as principal financial officer, effective July 31, 2026, following the filing of the quarterly report. Thomas Oddo, who served as interim principal financial officer, continues as principal accounting officer. No changes to Mr. Linker's compensation were made in connection with this appointment.

  • · John R. Linker, age 51, was appointed as Executive Vice President and CFO effective July 1, 2026, but only became principal financial officer on July 31, 2026.
  • · Thomas Oddo served as interim principal financial officer from July 1 to July 31, 2026.
  • · No related party transactions or arrangements exist in connection with Mr. Linker's appointment.
  • · No changes to Mr. Linker's compensation were implemented.
Alight, Inc. / Delaware 8-K mixed materiality 8/10

04-08-2026

Alight, Inc. reported Q2 2026 revenue of $511 million, down 3.2% YoY from $528 million, and a net loss of $10 million (improved from a $1,073 million loss in Q2 2025, which included a $983 million goodwill impairment). Adjusted EBITDA fell 27.6% to $92 million from $127 million. The company provided Q3 2026 revenue guidance of $469M–$479M and full-year revenue guidance of $2,078M–$2,098M, while noting that the back half of the year will be impacted by prior commercial execution and seasonally higher expenses.

  • · Recurring revenues were 92.2% of total revenue in Q2 2026.
  • · Gross profit margin declined to 27.8% from 33.3% in Q2 2025.
  • · SG&A expenses decreased $21 million YoY primarily due to lower severance and restructuring costs.
  • · The company completed a 1-for-20 reverse stock split effective June 30, 2026.
  • · Q3 2026 revenue guidance: $469M–$479M; adjusted EBITDA guidance: $55M–$61M.
  • · Full-year 2026 revenue guidance: $2,078M–$2,098M; adjusted EBITDA guidance: $400M–$415M.
  • · Total assets decreased to $4,268M from $4,568M at December 31, 2025.
  • · Cash and cash equivalents decreased to $215M from $273M at December 31, 2025.
MATTHEWS INTERNATIONAL CORP 8-K neutral materiality 8/10

04-08-2026

Matthews International Corporation announced the retirement of President and CEO Joseph C. Bartolacci after 29 years with the company, including 20 years as CEO. The Board has initiated a succession process, and Bartolacci will support the transition through at least January 1, 2027. Under his leadership, the company grew from approximately $700 million to nearly $2 billion in annual revenue and completed over 60 acquisitions.

  • · Bartolacci originally joined Matthews as General Counsel in 1997.
  • · The company evolved from a memorialization-focused company into a diversified global enterprise serving memorialization, industrial technologies, and brand solutions markets.
  • · The Board and management team remain committed to executing strategic priorities.
  • · The company has over 4,300 employees in 15 countries on four continents.
  • · Matthews has a significant investment in Propelis, a brand solutions business.
DYCOM INDUSTRIES INC 8-K positive materiality 3/10

04-08-2026

Dycom Industries, Inc. appointed David Fallon and Michael Lenz to its Board of Directors, effective August 4, 2026. Both bring deep financial and operational expertise from leading public companies, including Vertiv and FedEx, respectively. The appointments aim to strengthen the Board's capabilities as Dycom pursues long-term strategic objectives amid strong industry demand.

  • · David Fallon most recently served as CFO at Vertiv Holdings Co., a leader in critical digital infrastructure for data centers and communication networks.
  • · Michael Lenz spent 18 years at FedEx Corporation, most recently as EVP and CFO, and also served as Interim CFO at Hexcel Corporation.
  • · Lenz currently serves on the boards of Republic Airways and Methodist LeBonheur Healthcare, and on the Board of Visitors for Duke University Pratt School of Engineering.
  • · Fallon holds an MBA from Wharton, a BS in Finance and Accounting from the University of Dayton, and is a CFA and CPA (inactive).
  • · Lenz holds a BS in Engineering and an MBA from Duke University.
Dave & Buster's Entertainment, Inc. 8-K neutral materiality 6/10

04-08-2026

Dave & Buster's Entertainment, Inc. announced the retirement of CEO Tarun Lal, effective August 3, 2026, with CFO Darin Harper appointed as his successor. The transition is part of the company's ongoing 'Back to Basics' strategy, which is gaining traction across marketing, food and beverage, operations, games, and remodels. The company has 250 stores across North America and is focused on growing same-store sales, EBITDA, and free cash flow.

  • · Tarun Lal will serve as an advisor through at least the end of fiscal year 2027.
  • · Darin Harper has nearly 30 years of experience and joined Dave & Buster's as CFO in June 2024.
  • · Cory Hatton will serve as interim CFO while the company searches for a permanent CFO.
  • · The company operates 184 Dave & Buster's stores in 43 states, Puerto Rico, and Canada, and 66 Main Event stores in 24 states.
A.K.A. BRANDS HOLDING CORP. 8-K neutral materiality 3/10

04-08-2026

A.K.A. Brands Holding Corp. announced the resignation of board member Ilene Eskenazi, effective August 3, 2026, and the appointment of Carrie Cassidy as a Class I director and member of the Compensation Committee, effective the same date. Ms. Cassidy, an independent director, brings extensive human resources and leadership experience from roles at RH, Levi Strauss & Co., and Barclays PLC. The changes are routine board transitions with no reported disagreements or related-party transactions.

  • · Carrie Cassidy's appointment is pursuant to the Director Nomination Agreement with Summit Partners dated September 24, 2021.
  • · Ms. Cassidy holds an MBA from The University of Chicago Booth School of Business and a BA from Oregon State University.
  • · Her RSU grant vests over one year; no other compensatory arrangements were disclosed.
Stagwell Inc 8-K neutral materiality 2/10

04-08-2026

Stagwell Inc. appointed Beth J. Kaplan as an independent director, effective July 31, 2026, with her term running until the 2027 annual meeting. The appointment is routine and not tied to any agreement or related-party transactions. No financial metrics were disclosed.

  • · Ms. Kaplan's appointment was effective July 31, 2026.
  • · Her term extends until the 2027 annual meeting of stockholders.
  • · Committee appointments will be made at a later date.
  • · She will receive standard non-employee director compensation as described in the 2026 proxy statement.
  • · The company entered into its standard indemnification agreement with Ms. Kaplan.
UNIVERSAL CORP /VA/ 8-K neutral materiality 3/10

04-08-2026

Universal Corporation (UVV) announced on July 29, 2026, that J. Patrick O’Keefe will retire as Vice President, Ingredients and Senior Vice President, Universal Ingredients, Inc. The company will engage an executive search firm to identify a successor, and Mr. O’Keefe will remain in his role until a successor is appointed to ensure a smooth transition.

  • · The retirement notification was received on July 29, 2026.
  • · The filing was made on August 4, 2026.
  • · Mr. O’Keefe will provide transition support after his successor is appointed.
Kindly MD, Inc. 8-K neutral materiality 5/10

04-08-2026

On August 3, 2026, Tim Pickett resigned from all positions at Nakamoto Inc. (Kindly MD, Inc.), including director, Chief Medical Officer, and CEO of Kindly LLC, effective immediately. The company entered into a Separation Agreement providing a gross payment of $911,468.58, acceleration of unvested equity awards, and continued D&O and medical liability coverage. The resignation was not due to any disagreement with the company regarding financial reporting, operations, or policies.

  • · Mr. Pickett's non-competition and non-solicitation covenants were released effective as of the Separation Agreement Effective Date.
  • · Confidentiality covenants remain in effect.
  • · The Separation Agreement includes a 21-day consideration period and a 7-day revocation period.
  • · The company's tradeable warrants trade on OTC Pink under symbol NAKAW.
FLUOR CORP 8-K neutral materiality 3/10

04-08-2026

Fluor Corporation announced the appointment of Admiral James F. Caldwell Jr., U.S. Navy (retired), to its Board of Directors, effective August 4, 2026. The Board increased its size from ten to eleven members to accommodate the new director. Admiral Caldwell will serve on the Audit and Governance Committees and has been deemed independent under NYSE standards.

  • · Board size increased from 10 to 11 members effective August 4, 2026.
  • · Admiral Caldwell appointed to Audit Committee and Governance Committee.
  • · Admiral Caldwell determined to be independent under NYSE listing standards.
  • · Compensation follows standard non-employee director amounts as per Exhibit 10.25 of the 2025 Annual Report (Form 10-K filed Feb 17, 2026).
  • · Indemnification agreement will be entered into per form filed Feb 25, 2009.
PAMT CORP 8-K mixed materiality 8/10

04-08-2026

PAMT CORP reported Q2 2026 net loss of $7.4 million, improved from a $9.6 million loss in Q2 2025, with revenue up 8.9% to $164.7 million. Operating loss narrowed to $10.4 million from $11.1 million, and truck productivity (miles per truck per day) increased 12.8% YoY while empty miles improved to 7.4% from 8.9%. However, the operating ratio worsened to 114.2% from 112.5%, revenue per total mile (before fuel surcharge) declined to $1.98 from $2.04, and total loads fell 8.1% YoY. The company also appointed Daniel C. Kleine as CFO effective July 30, 2026.

  • · Q2 2026 revenue before fuel surcharge was $136.9M vs $133.8M in Q2 2025.
  • · Fuel surcharge revenue increased to $27.8M from $17.3M YoY.
  • · Salaries, wages and benefits rose slightly to $41.4M from $40.9M.
  • · Insurance and claims expense jumped to $8.7M from $5.2M, partly due to the $3.1M one-time accrual.
  • · Gain on disposition of assets fell sharply to $0.6M from $4.4M.
  • · Interest expense increased to $4.6M from $4.0M.
  • · Non-operating income more than doubled to $5.1M from $2.3M.
  • · Cash and cash equivalents dropped to $18.2M from $35.2M at Dec 31, 2025.
  • · Trade accounts receivable increased to $88.9M from $66.9M.
  • · Marketable equity securities decreased to $38.7M from $48.5M.
  • · Total assets declined to $670.3M from $697.9M.
  • · Logistics segment revenue grew to $50.8M from $41.0M, with operating ratio improving to 96.4% from 98.7%.
  • · For the six months ended June 30, 2026, net loss was $7.5M vs $17.8M in the prior year period.
  • · Six-month operating loss improved to $10.7M from $20.3M.
  • · Six-month revenue before fuel surcharge declined to $259.6M from $270.5M.
KinderCare Learning Companies, Inc. 8-K neutral materiality 3/10

04-08-2026

KinderCare Learning Companies appointed David Barse to its Board of Directors effective August 3, 2026. Barse brings strategic, financial, and governance expertise from his roles as Founder and CIO of DMB Holdings, Founder of XOUT Capital, and former CEO of Third Avenue Management. The filing contains no financial results or period-over-period comparisons.

  • · David Barse earned a Juris Doctor from Brooklyn Law School, a bachelor's degree from The George Washington University, and completed an Executive Education program at Stanford University Graduate School of Business.
  • · KinderCare supports hardworking families in 42 states and the District of Columbia.
  • · KinderCare operates more than 2,700 early learning centers and sites.
Eagle Nuclear Energy Corp. 8-K neutral materiality 5/10

04-08-2026

Eagle Nuclear Energy Corp. (NUCL) disclosed in an 8-K filing that its independent auditor, Adeptus Partners, LLC, resigned on July 29, 2026. The audit committee subsequently approved the engagement of CBIZ CPAs P.C. as the new independent registered public accounting firm for the fiscal year ending November 30, 2026. Additionally, board member Robert Kaplan notified the company that he will not stand for re-election at the upcoming Annual Meeting of Shareholders scheduled for August 19, 2026, with no disagreement cited.

  • · Adeptus Partners, LLC resigned as independent auditor on July 29, 2026.
  • · The audit committee approved CBIZ CPAs P.C. as the new independent registered public accounting firm on August 4, 2026.
  • · CBIZ's engagement is subject to completion of its customary client acceptance processes.
  • · Robert Kaplan's decision not to stand for re-election was not due to any disagreement with the company or the board.
  • · The Annual Meeting of Shareholders is scheduled for August 19, 2026.
FUEL TECH, INC. 8-K neutral materiality 5/10

04-08-2026

Fuel Tech, Inc. announced the retirement of CEO Vincent J. Arnone effective August 10, 2026, and the appointment of Ramesh Nuggihalli as his successor. Mr. Nuggihalli brings extensive experience from CECO Environmental, Xylem, Pentair, and other industrial firms. The transition is amicable, with Mr. Arnone remaining on the board and staying as an employee through September 15, 2026 to assist with the handover.

  • · Mr. Arnone's retirement is not due to any disagreement with the company.
  • · Mr. Nuggihalli holds a bachelor's degree in engineering from University of Mysore, a Master of Engineering from McGill University, an MBA from Wilfrid Laurier University, and a Master of Philosophy from University of Pennsylvania.
  • · Mr. Nuggihalli serves on the boards of Chester County Food Bank and Chester County Futures.
  • · No family relationships or material interests in reportable transactions exist between Mr. Nuggihalli and any director or officer.
  • · The RSU grant vests in three equal annual installments of 100,000 RSUs on each of the first three anniversaries of the grant date.
  • · Under a Change of Control, Mr. Nuggihalli may elect a Transaction Completion Bonus of 0.5% of Total Enterprise Value (capped at three times base salary) if per-share consideration is at least $4.00.
Boxlight Corp 8-K neutral materiality 5/10

04-08-2026

Boxlight Corp (BOXL) announced the resignation of CFO Ryan Zeek, effective August 17, 2026, with transition support through September 30, 2026. The Board appointed Jennifer Grabow as interim CFO, effective August 16, 2026, at an annual salary of $210,000 plus a 25% performance-based bonus. The departure is voluntary and not due to any disagreement with the company.

  • · Ryan Zeek's resignation is effective August 17, 2026, with transition support through September 30, 2026.
  • · Jennifer Grabow previously served as the company's controller from 2021 to 2025 and recently rejoined.
  • · Grabow spent six and a half years in the audit practice of KPMG LLP and is a CPA.
  • · Grabow's appointment agreement includes at-will employment and eligibility for standard employee benefit plans.
Expion360 Inc. 8-K mixed materiality 6/10

04-08-2026

Expion360 Inc. (XPON) announced the resignation of CFO Shawna Bowin effective July 29, 2026, for personal reasons, with a transition period through approximately October 31, 2026. Separately, the company confirmed it regained compliance with Nasdaq's minimum bid price requirement ($1.00) as of August 4, 2026, after its stock closed above $1.00 for ten consecutive trading days, ensuring continued listing on the Nasdaq Capital Market.

  • · CFO Shawna Bowin resigned for personal reasons and will assist with transition through approximately October 31, 2026.
  • · The company has commenced a search for a new CFO.
  • · The company had previously received a Nasdaq staff determination on January 29, 2026, for non-compliance with the minimum bid price requirement.
  • · As of August 3, 2026, the common stock had closed above $1.00 for ten consecutive trading days.
  • · On August 4, 2026, Nasdaq confirmed the company regained compliance with Listing Rule 5550(a)(2).
Processa Pharmaceuticals, Inc. 8-K neutral materiality 3/10

04-08-2026

Processa Pharmaceuticals, Inc. held its 2026 Annual Meeting on July 30, 2026, where shareholders approved an amendment to the 2019 Omnibus Incentive Plan to increase the share reserve by 200,000 shares, ratified the appointment of Cherry Bekaert, LLP as auditor, and approved the advisory vote on executive compensation. All six director nominees were elected. The meeting had a quorum with at least one-third of voting power represented.

  • · The OIP Proposal received 579,877 votes for, 152,958 against, and 2,700 abstentions, with 825,288 broker non-votes.
  • · Ratification of Cherry Bekaert, LLP as auditor received 1,541,664 votes for, 12,770 against, and 6,389 abstentions, with no broker non-votes.
  • · Advisory vote on executive compensation received 640,726 votes for, 89,886 against, and 4,923 abstentions, with 825,288 broker non-votes.
  • · All six director nominees were elected with votes ranging from 696,796 to 710,505 in favor, and no votes against (only abstentions and broker non-votes).
PROVIDENT FINANCIAL SERVICES INC 8-K neutral materiality 3/10

04-08-2026

Provident Financial Services, Inc. appointed Michael E. Regan, a former FDIC Senior Bank Examiner with over 35 years of regulatory experience, to the boards of the company and its subsidiary Provident Bank, effective July 30, 2026. The appointment strengthens governance and risk management expertise at the board level. No financial metrics or performance data were disclosed in this filing.

  • · Mr. Regan holds a Bachelor of Science in Finance from Rider University.
  • · He previously led examinations for institutions ranging from $100 million to over $100 billion in assets.
  • · The appointment was effective July 30, 2026.
SHF Holdings, Inc. 8-K neutral materiality 4/10

04-08-2026

SHF Holdings, Inc. approved a retention plan and agreement for key employees and directors on July 29, 2026, providing retention incentives tied to a Change in Control or Insolvency. The plan aims to retain talent during potential corporate transitions. No financial figures or performance metrics were disclosed in this filing.

  • · The Retention Plan covers key employees and directors of the Company and its subsidiaries.
  • · Retention Incentive payments are triggered by a Change in Control or a period of Insolvency.
  • · Payment is contingent upon the recipient executing a general release of claims against the Company.
BAXTER INTERNATIONAL INC 8-K neutral materiality 3/10

04-08-2026

Baxter International Inc. announced that Anita Zielinski, Interim CFO and Senior Vice President, Chief Accounting Officer and Controller, will resign effective September 15, 2026, to join another company. Her resignation is not due to any disagreement with management or the board. The company has not yet announced a successor.

  • · Resignation effective September 15, 2026.
  • · No successor has been announced as of the filing date.
  • · Resignation is not due to any disagreement with management or the board.
Charlie's Holdings, Inc. 8-K mixed materiality 7/10

04-08-2026

Charlie's Holdings announced Henry Sicignano, III as CEO (effective immediately), separate from COO Ryan Stump's transition to a Board member focused on strategic partnerships (effective Sept 4, 2026). The company is preparing to launch its first age-gated (DAR) flavored disposable vape licensed from IKE Tech LLC, aiming to demonstrate underage access prevention and potentially monetize its 678-sku PMTA portfolio. While the CEO change and product launch convey positive momentum, the company remains subject to FDA authorization risk for its PMTA products and no current regulatory acceptance or sales from the new product line are confirmed.

  • · Ryan Stump will transition from COO to Board member effective September 4, 2026.
  • · The company is weeks away from launching the first age-gated flavored disposable vape in the U.S. (using IKE Tech LLC age-gating patent).
  • · Charlie's holds a 678-SKU PMTA portfolio.
  • · Sentiment is balanced: CEO change and product launch are positive, but no regulatory clearance or sales of the new product yet.
MARA Holdings, Inc. 8-K positive materiality 5/10

04-08-2026

MARA Holdings appointed Craig Hart and Nancy Novak as independent directors effective August 1, 2026, while Barbara Humpton and Georges Antoun stepped down on July 31, 2026 as part of a planned transition. The board remains at seven directors, six of whom are independent. The new directors bring expertise in power infrastructure, energy investing, and hyperscale data center development to support MARA's digital infrastructure and energy strategy.

  • · Craig Hart has over 25 years in the energy sector and leads Avenue Capital Group's private power strategy.
  • · Nancy Novak has more than four decades of experience in mission-critical infrastructure and previously served on the boards of Sims Limited and Weston Solutions.
  • · The board composition change is part of a planned transition, not a sudden departure.
Rani Therapeutics Holdings, Inc. 8-K neutral materiality 3/10

04-08-2026

Rani Therapeutics Holdings, Inc. appointed Michelle Gilson to its Board of Directors effective August 1, 2026, and named her chair of the Audit Committee. Ms. Gilson, 34, most recently served as CFO of Arcellx, Inc. through its acquisition by Gilead Sciences in April 2026, and previously held senior equity research and investment banking roles at Canaccord Genuity, Jefferies, Nomura, Oppenheimer, and Goldman Sachs. She will receive standard non-employee director compensation and enter into the company's standard indemnification agreement.

  • · Ms. Gilson was appointed to the Board effective August 1, 2026, until the earlier of the next annual meeting, her successor's appointment, or her death/resignation/removal.
  • · She was also appointed chair of the Audit Committee.
  • · Ms. Gilson served as CFO of Arcellx, Inc. from May 2022 through its acquisition by Gilead Sciences in April 2026.
  • · Prior roles include Senior Biotechnology Equity Research Analyst at Canaccord Genuity (2018-2022, most recently Managing Director), Senior Associate at Jefferies (2017-2018), Associate at Nomura (2016-2017), Associate Director at Oppenheimer (2015-2016), and Analyst at Goldman Sachs (2014-2015).
  • · She holds a B.S. in Business Administration from the University of Southern California.
  • · No arrangements or understandings exist between the company and Ms. Gilson, and no family relationships or material interests in reportable transactions were disclosed.
Portillo's Inc. 8-K positive materiality 6/10

04-08-2026

Portillo's Inc. announced the appointment of Kevin Kalicak as Chief Financial Officer and Treasurer, effective September 7, 2026. Kalicak brings over 25 years of financial leadership from Darden Restaurants, most recently as SVP of Finance for Olive Garden, which has more than 900 restaurants and $5 billion in annual sales. The company will grant him a one-time sign-on RSU award valued at $825,000, vesting ratably over three years, as an inducement under Nasdaq Listing Rule 5635(c)(4).

  • · Kalicak's appointment is effective September 7, 2026.
  • · The RSU award vests ratably over three years, subject to continued employment.
  • · The award is granted under the employment inducement award exception of Nasdaq Listing Rule 5635(c)(4).
  • · Portillo's operates a company-owned model with more than 100 restaurants across 11 states.
  • · Portillo's ships food to all 50 states via its website.

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