US Corporate Board Director Changes SEC Filings — August 12, 2026

USA Board Room Changes

By Gunpowder Editorial ·

30 high priority 30 total filings analysed

Executive Summary

The 30 filings reveal a boardroom landscape dominated by routine governance transitions, with a few high-impact events creating actionable signals. The most critical development is the forced resignation of two directors at SPAR Group following a breach of agreements, signaling severe governance dysfunction.

Conversely, strategic appointments at PubMatic, Madrigal Pharmaceuticals, and Citius Oncology suggest focused efforts to bolster commercial execution and R&D expertise. Financially, the data is mixed: OptimizeRx reported a 30% revenue decline but beat consensus, while Crown Crafts swung to profitability on tariff refunds. Insider activity is limited, but the CFO transition at BitGo and the CEO medical leave at Home Depot create near-term uncertainty. Key themes include a focus on independent board refreshment, a trend toward internal promotions for CFO roles, and notable shareholder dissent at PetMed Express. The overall risk profile is moderate, with opportunities in companies executing strategic hires against a backdrop of improving fundamentals.

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 11, 2026.

Investment Signals (10)

  • PubMatic (BULLISH)

    Appointed Megan Ramm (ex-Uber/Google/Snap) as Global CRO following strong Q2 2026 with double-digit revenue growth and expanded profitability, signaling a strategic push into performance advertising and CTV

  • Appointed Dr. John C. Reed (J&J EVP of R&D) to the board, bringing deep drug development expertise to support Rezdiffra launch and MASH pipeline, a clear signal of scientific governance upgrade

  • Q1 FY27 net sales grew 8.3% YoY and swung to $2.1M net income vs. a $1.1M loss, with gross margin improving 290 bps (ex-tariff refunds), signaling a fundamental operational turnaround

  • Q2 2026 revenue of $20.5M (-30% YoY) but beat consensus and reaffirmed FY2026 guidance of $95-100M revenue, suggesting the worst may be priced in and a potential inflection point

  • Appointed internal candidate Michael T. Chen as CFO with a $500K salary and $3.0M performance-based RSUs, signaling continuity and alignment with shareholder value creation

  • Director elections showed significant opposition (2.3M-2.7M 'Against' votes per nominee) and advisory compensation vote passed with only 77% support, indicating shareholder discontent with governance

  • Two directors forced to resign after board found they breached agreements and acted against company interests, with resignation letters dated 18 months prior, signaling deep governance failures

  • Arrive AI (BEARISH)

    Stock price triggered Floor Price provision under prepaid purchase agreements, mandating $962,500/month cash repayments, while CFO was replaced, signaling severe financial distress

  • CEO Ted Decker takes temporary medical leave; experienced executives appointed to oversee operations, but lack of specific timeline creates leadership uncertainty

  • Appointed Joseph Alkire as President and CFO with $900K salary and $2.6M LTI award, a strong compensation package signaling commitment to retaining top financial talent

Risk Flags (9)

  • Two directors forced to resign after board found they breached a Change of Control Agreement and Settlement Agreement, with resignation letters dated 18 months prior, indicating prolonged internal conflict and potential litigation risk

  • Stock price triggered Floor Price provision under prepaid purchase agreements, mandating $962,500/month cash repayments plus interest, with no assurance of remediation from Streeterville Capital, posing existential liquidity risk

  • Q2 2026 revenue fell 30% YoY, net revenue retention dropped sharply to 90% from 121%, and revenue per FTE slipped, indicating significant competitive pressure and client losses

  • Cash and cash equivalents stood at only $194K as of June 28, 2026, despite profitability, and dividend was cut to $0.03/share to fund operations, signaling precarious balance sheet

  • CEO Ted Decker's temporary medical leave with no specific return date creates operational uncertainty, though experienced executives are in place

  • Director elections saw 2.3M-2.7M 'Against' votes per nominee (approx. 29-32% of votes cast), and advisory compensation vote passed with only 77% support, indicating governance concerns

  • Filed an 8-K for officer change under Item 5.02 but provided no name, title, or reason, combined with Item 2.02 results of operations with no financial data, raising transparency concerns

  • Filed an 8-K for officer change under Item 5.02 with no details on position, appointment/resignation, or reason, limiting ability to assess materiality

  • Filed an 8-K for director/officer change with no specific position, name, or reason, suggesting a routine event but with potential for undisclosed materiality

Opportunities (9)

  • Megan Ramm's appointment as Global CRO, with experience leading a multi-billion-dollar sales org at Uber and roles at Google/Snap, could accelerate revenue growth in CTV and agentic advertising, especially after strong Q2 2026

  • Dr. John C. Reed's appointment brings J&J-level R&D expertise to support Rezdiffra's commercial launch and MASH pipeline, potentially accelerating clinical milestones and partnership opportunities

  • Appointment of Dr. Jonathan Peri adds governance and strategic depth as the company commercializes LYMPHIR for CTCL, targeting an initial market exceeding $400M, with potential for upside surprise

  • Q1 FY27 showed 8.3% revenue growth, swing to profitability, and 290 bps gross margin improvement (ex-tariff refunds), suggesting operational turnaround is gaining traction despite soft industry conditions

  • Q2 2026 revenue beat consensus despite 30% YoY decline, and FY2026 guidance of $95-100M revenue implies H2 acceleration; if net revenue retention stabilizes, stock could re-rate significantly

  • Appointed Kelly Youngblood (ex-CFO of MRC Global) and Danielle Hunter (ex-President of Berry Corp) as part of 'Vision One Centuri' strategy, bringing public company and energy industry expertise to drive growth

  • Keith Costello, a 30-year tech veteran and former President at DXC Technology, returns as COO with significant equity incentives (150K options + 150K RSUs), signaling a focus on operational efficiency and growth

  • Appointment of Ken Giacobbe (ex-CFO of Howmet Aerospace) and reduction of board from 12 to 10 members with 9 independent directors signals governance upgrade and focus on financial discipline

  • Internal promotion of Michael T. Chen to CFO with $3.0M in performance-based RSUs ensures continuity and aligns management with shareholder value, while the outgoing CFO's departure was amicable

Sector Themes (6)

  • Governance Cleanup at Micro-Caps

    SPAR Group and Arrive AI highlight severe governance and financial distress at smaller companies, with forced director resignations and debt covenant triggers, suggesting investors should scrutinize micro-cap governance practices more closely

  • Strategic Board Refresh with Industry Experts

    Madrigal (J&J R&D head), PubMatic (ex-Uber/Snap exec), and Carpenter Technology (ex-Howmet CFO) are appointing directors with deep operational and industry expertise, signaling a shift from generalist to specialist boards

  • Internal CFO Promotions Signal Stability

    BitGo Holdings and Minerva Neurosciences both promoted internal candidates to CFO/CAO roles, suggesting a preference for continuity and institutional knowledge over external hires during periods of transition

  • Shareholder Activism Rising at Retail/Consumer Companies

    PetMed Express saw significant opposition in director elections (29-32% against) and advisory compensation votes, while Crown Crafts cut its dividend, indicating growing shareholder scrutiny of governance and capital allocation

  • Disclosure Gaps Create Uncertainty

    Multiple filings (Resideo, Reddit, Cinemark) provided officer change notices under Item 5.02 without naming the executive or reason, creating information asymmetry and potential for negative surprises

  • Life Sciences Boards Bolstered for Commercialization

    Madrigal and Citius Oncology both added directors with deep R&D and governance expertise as they advance toward or through commercial launch, a pattern suggesting investors should watch for similar appointments at other pre-commercial biotechs

Watch List (8)

  • Monitor for updates on Ted Decker's return timeline and any impact on Q3 2026 operations; earnings call expected in November 2026

  • Watch for potential litigation, further director departures, or regulatory inquiries following the breach of Change of Control Agreement; next filing likely within 4 weeks

  • Monitor for remediation agreement with Streeterville Capital or potential default; monthly cash repayments of $962,500 start immediately, watch for liquidity updates

  • Q3 2026 earnings due November 2026 will be critical to see if net revenue retention stabilizes and revenue growth resumes toward FY2026 guidance of $95-100M

  • Cash balance of $194K is extremely low; watch for further dividend cuts, debt refinancing, or working capital management updates in next quarterly filing

  • With 29-32% against votes in director elections, watch for potential proxy contest or activist engagement ahead of the 2027 annual meeting

  • Janet Lee steps down as General Counsel by December 31, 2026; watch for successor announcement and any impact on legal strategy or M&A activity

  • Michael T. Chen's $3.0M RSUs are subject to performance conditions; watch for disclosure of specific targets in future filings as a signal of growth ambitions

Filing Analyses (30)
MOODYS CORP /DE/ 8-K neutral materiality 3/10

12-08-2026

Moody's Corp filed an 8-K on August 12, 2026, disclosing an officer change under Item 5.02, along with Regulation FD disclosure (Item 7.01) and exhibits (Item 9.01). The filing does not specify the position affected, the name of the executive, the reason for the change, or any financial details. Without these critical facts, the event is purely informational with no directional bias.

  • · Filing date: August 12, 2026
  • · SEC Accession Number: 0001059556-26-000038
  • · File size: 311 KB
  • · Items disclosed: 5.02, 7.01, 9.01
EVERSPIN TECHNOLOGIES INC. 8-K neutral materiality 3/10

12-08-2026

Everspin Technologies appointed Vikas Choudhary as a director effective August 9, 2026, to serve until the 2027 annual meeting. Mr. Choudhary, a 30-year semiconductor veteran and current SVP/GM at MaxLinear, received an initial RSU award of $250,000 and an annual cash retainer of $55,000. The filing contains no financial results or period-over-period comparisons.

  • · Mr. Choudhary's initial RSU vests 50% on each of the first and second anniversary from grant date.
  • · Upon two years of board service, he will receive an annual RSU award determined by the Compensation Committee.
  • · Unvested RSUs immediately vest upon a change in control.
  • · The company will enter into standard indemnification and non-disclosure agreements with Mr. Choudhary.
PubMatic, Inc. 8-K positive materiality 5/10

12-08-2026

PubMatic appointed Megan Ramm as Global Chief Revenue Officer, effective August 2026. Ramm, formerly Head of Global Sales at Uber Advertising and a veteran of Google and Snap, will lead global revenue strategy and execution. The appointment follows PubMatic's strong Q2 2026 performance, which included a return to double-digit year-over-year revenue growth and expanded profitability.

  • · Ramm will be based in New York and lead teams across the Americas, EMEA, and APAC.
  • · She previously led a multi-billion-dollar sales organization at Uber Advertising.
  • · Her focus areas include performance advertising, connected TV, mobile app, and agentic advertising.
  • · The filing notes PubMatic's return to double-digit year-over-year revenue growth in Q2 2026, ahead of schedule.
CITIUS ONCOLOGY, INC. 8-K positive materiality 5/10

12-08-2026

Citius Oncology, Inc. (CTOR) announced the appointment of Jonathan Peri, Ph.D., J.D., as an additional independent director, effective August 10, 2026, expanding the board to nine members. Dr. Peri brings three decades of leadership experience in higher education, financial services, law, and corporate governance. The company is focused on the commercial launch of LYMPHIR for cutaneous T-cell lymphoma, with an estimated initial market exceeding $400 million.

  • · Dr. Peri currently serves as President of Manor College and previously served as Vice President and General Counsel of Neumann University.
  • · From 2021 to 2024, he served as lead advisory board director of First State Bank.
  • · He holds a Management and Leadership in Education certificate from Harvard University and is an elected Commissioner of the Middle States Commission on Higher Education (MSCHE).
  • · The Board has determined that Dr. Peri qualifies as an independent director under applicable Nasdaq listing standards.
TABLE TRAC INC 8-K neutral materiality 4/10

12-08-2026

Table Trac, Inc. granted a stock option to purchase 100,000 shares of common stock to CEO/CFO Randy Gilbert on August 7, 2026, with an exercise price of $4.51 per share and a 10-year term. The option vests over four years, with 16,000 shares vesting on the first anniversary and the remainder in equal annual installments. No period-over-period financial metrics are provided in this filing, so no revenue or performance trends can be assessed.

First Eagle Private Credit Fund 8-K neutral materiality 2/10

12-08-2026

On August 12, 2026, Nancy Hawthorne retired as Trustee and Chairperson of the Board of First Eagle Private Credit Fund, with no disagreement related to the Fund's operations. Independent Trustee Patrick Coyne was elected as the new Chairperson. The transition appears orderly and amicable, with no financial impact or performance data disclosed.

  • · Ms. Hawthorne's resignation was not due to any disagreement on matters related to the Fund's operations, policies, or practices.
  • · Patrick Coyne was an Independent Trustee prior to his election as Chairperson.
OptimizeRx Corp 8-K mixed materiality 8/10

12-08-2026

OptimizeRx reported Q2 2026 revenue of $20.5M, down 30% YoY from $29.2M, and swung to a GAAP net loss of $(0.7)M from net income of $1.5M in Q2 2025. Adjusted EBITDA declined to $4.9M from $5.8M, while non-GAAP net income fell to $3.1M from $3.7M. However, the company beat consensus expectations, reaffirmed FY2026 guidance of $95-100M revenue and $21-25M adjusted EBITDA, and strengthened its balance sheet by paying down $5.3M of term loan principal during the quarter.

  • · Revenue from top 20 pharma manufacturers declined to 54% of total revenue in the rolling 12 months ended June 30, 2026, from 59% a year earlier.
  • · Net revenue retention dropped sharply to 90% from 121% year-over-year.
  • · Revenue per average FTE slipped to $750,000 from $767,000.
  • · The company completed a debt refinancing with a $35M traditional banking facility, including a $25M term loan and a $10M undrawn revolver.
  • · Total debt (current and long-term) stood at $19.0M as of June 30, 2026, down from $25.7M at December 31, 2025.
  • · Accounts receivable decreased to $24.8M from $37.8M at year-end 2025, a 34% drop.
  • · Accrued expenses fell to $5.4M from $11.6M at year-end 2025.
  • · Revenue share payable declined to $0.8M from $3.1M at year-end 2025.
  • · Operating cash flow for the first six months of 2026 was $8.1M, compared to $8.4M in the same period of 2025.
  • · The company's accumulated deficit widened to $(80.4)M from $(79.2)M at year-end 2025.
SPAR Group, Inc. 8-K negative materiality 8/10

12-08-2026

SPAR Group, Inc. (SGRP) announced the immediate retirement of directors James R. Brown, Sr. and Panos Lazaretos, effective August 6, 2026, following a Board review that found their designator, Robert Brown, breached a Change of Control, Voting and Restricted Stock Agreement and a Settlement Agreement. The Board determined the two directors acted inconsistently with the company's best interests, failed to comply with policies and regulations, and negatively impacted Board performance. The remaining directors reduced the Board size to five members.

  • · The resignation letters from James R. Brown, Sr. and Panos Lazaretos were dated January 31, 2025, but the Board only accepted them on August 6, 2026.
  • · The Board concluded Robert Brown breached a Change of Control, Voting and Restricted Stock Agreement effective January 28, 2022, and a Settlement Agreement and Release dated April 27, 2026.
  • · The directors were found to have taken actions adverse to the company, not complied with company policies, codes of conduct, By-laws, OTCQB and SEC rules, and negatively impacted Board performance.
Minerva Neurosciences, Inc. 8-K neutral materiality 2/10

12-08-2026

Minerva Neurosciences appointed Anthony Aliquo as Chief Accounting Officer effective August 10, 2026, while Fred Ahlholm remains CFO and principal financial officer. Mr. Aliquo's annual base salary was increased to $296,696 and his annual performance bonus target was raised to 35% of base salary. The filing is a routine officer appointment and compensation adjustment with no negative or flat metrics to report.

  • · Mr. Aliquo served as Vice President, Controller from November 2022 to July 2026, as Controller from August 2021 to November 2022, and as Assistant Controller from September 2020 to August 2021.
  • · He holds a M.S. in Accountancy from University of North Carolina Wilmington and a B.S. in Mathematics from Saint Michael's College.
  • · Mr. Aliquo is a CPA and previously worked as an auditor at BDO USA, P.C. and Deloitte & Touche, LLP.
  • · No family relationships with executive officers or directors, and no reportable transactions under Item 404(a).
RESIDEO TECHNOLOGIES, INC. 8-K neutral materiality 3/10

12-08-2026

Resideo Technologies filed an 8-K on August 12, 2026, disclosing an officer change under Item 5.02, along with results of operations under Item 2.02 and exhibits under Item 9.01. The filing does not specify the name, title, or reason for the departure or appointment, nor does it provide any financial results or quantitative data. The lack of detail limits the ability to assess the materiality or strategic implications of the leadership change.

  • · Filing date: August 12, 2026
  • · SEC Accession Number: 0001740332-26-000022
  • · File size: 766 KB
  • · Items disclosed: 2.02 (Results of Operations), 5.02 (Officer Change), 9.01 (Exhibits)
  • · No specific officer name, title, or reason for change disclosed
  • · No financial results or quantitative data provided in the filing summary
BITGO HOLDINGS, INC. 8-K mixed materiality 6/10

12-08-2026

The filing reports the departure of BitGo Holdings, Inc.'s Chief Financial Officer (CFO) effective August 7, 2026, and the appointment of a new CFO effective August 8, 2026. The filing explicitly states the resignation was not due to any disagreement with the company's operations, policies, or accounting practices, which is a positive governance signal. However, the filing also reports financial results (Item 2.02) indicating a net loss for the quarter, though specific revenue or EBITDA figures are not disclosed.

  • · The outgoing CFO's resignation was not due to any disagreement with the company on any matter relating to its operations, policies, or practices (including accounting principles).
  • · The new CFO, Michael T. Chen, was previously the Chief Accounting Officer at BitGo Holdings, Inc. (internal promotion).
  • · The new CFO's compensation includes a base salary of $500,000 per year and a one-time award of $3.0M in restricted stock units vesting over three years, subject to performance conditions.
  • · The company reported a net loss of $NOT_DISCLOSED for the quarter ended June 30, 2026, with no specific revenue or EBITDA figures provided.
Mobileye Global Inc. 8-K neutral materiality 3/10

12-08-2026

On August 8, 2026, Patrick Bombach resigned from the board of directors of Mobileye Global Inc., effective immediately, following his resignation as Corporate Vice President, Head of Corporate Legal and Assistant Corporate Secretary of Intel Corporation, the company's controlling shareholder. The resignation was not due to any disagreement with Mobileye on matters related to its operations, policies, or practices.

  • · Resignation was effective immediately as of August 8, 2026.
  • · Mr. Bombach's departure from the board was tied to his resignation from Intel Corporation, Mobileye's controlling shareholder.
  • · The filing explicitly states the resignation was not due to any disagreement with the company.
Centuri Holdings, Inc. 8-K neutral materiality 5/10

12-08-2026

Centuri Holdings, Inc. announced the immediate appointments of Kelly Youngblood as EVP & CFO and Danielle Hunter as EVP, Chief Legal & Administrative Officer and Corporate Secretary, succeeding Gregory A. Izenstark and Jason S. Wilcock, respectively. The new executives bring extensive public company and energy industry experience, with Mr. Youngblood having served as CFO of MRC Global and Executive Advisor to DNOW's CEO, and Ms. Hunter as President of Berry Corporation. The changes are part of Centuri's 'Vision One Centuri' strategy to drive growth and operational excellence, though no specific financial metrics or performance data were disclosed in the filing.

  • · Kelly Youngblood is a Certified Public Accountant and holds a B.A. in Accounting from Cameron University.
  • · Danielle Hunter holds a Juris Doctor, with honors, from Tulane University Law School.
  • · Danielle Hunter currently serves on the Board of Directors of KLX Energy Services Holdings, Inc. (NASDAQ: KLXE).
  • · The filing includes forward-looking statements regarding sustained performance, growth, and value creation, subject to risks detailed in Centuri's Annual Report on Form 10-K for FY ended December 28, 2025.
Kontoor Brands, Inc. 8-K neutral materiality 5/10

12-08-2026

Kontoor Brands announced the appointment of Joseph A. Alkire as President and Chief Financial Officer, effective August 12, 2026. Scott H. Baxter will continue as CEO and Chairman. The company also disclosed new compensation terms for Mr. Alkire, including a base salary of $900,000, a 120% bonus target, and a long-term incentive award of $2,600,000.

  • · The changes were approved by the Talent and Compensation Committee of the Board of Directors.
  • · Mr. Alkire's new compensation is effective as of August 12, 2026.
PHINIA INC. 8-K neutral materiality 3/10

12-08-2026

PHINIA Inc. announced that Pedro Abreu will transition from Vice President and Chief Strategy Officer to President, Power Systems, effective September 1, 2026. Concurrently, the company will rename its Fuel Systems reportable segment to Power Systems and its Aftermarket segment to Aftermarket Solutions, with Daniel Griffin serving as President of Aftermarket Solutions. The changes reflect the company's strategic priorities but do not include any financial figures or performance metrics.

  • · The changes are effective September 1, 2026.
  • · The filing was made under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).
  • · No departures or resignations were announced; only role transitions and segment renames.
CROWN CRAFTS INC 8-K mixed materiality 7/10

12-08-2026

Crown Crafts reported Q1 FY27 net sales of $16.8M (+8.3% YoY) and net income of $2.1M vs. a net loss of $1.1M in the prior year, driven largely by $3.7M in tariff refunds. Excluding tariff refunds, gross margin improved 290 bps to 25.6%. However, industry conditions remain soft and the company reduced its quarterly dividend to $0.03 per share to fund growth, debt reduction, and warehouse consolidation.

  • · Cash and cash equivalents stood at $194K as of June 28, 2026, down from $200K at March 29, 2026.
  • · Inventory decreased to $26.792M from $28.365M sequentially.
  • · Total debt (current + long-term) was $9.590M, with current maturities of $1.991M.
  • · Total assets were $68.541M vs. $70.653M at the prior fiscal year end.
  • · Dividend payable of $987K; quarterly dividend reduced to $0.03 per share (from $0.08 previously) to fund growth and consolidation.
  • · Industry conditions remain soft according to management.
PETMED EXPRESS INC 8-K mixed materiality 5/10

12-08-2026

PetMed Express held its 2026 Annual Meeting on August 11, 2026, where shareholders elected four director nominees, approved executive compensation on an advisory basis, ratified Baker Tilly US, LLP as auditor for fiscal 2026, and approved an amendment to the 2024 Omnibus Incentive Plan to increase the share reserve by 1,800,000 shares. The meeting had a quorum of 14,291,482 shares out of 21,371,880 outstanding. Notably, director elections showed significant opposition, with 'Against' votes ranging from 2,311,457 to 2,691,752 for each nominee, and the advisory vote on executive compensation passed with 6,447,075 For versus 1,855,610 Against, indicating notable shareholder dissent.

  • · Proposal 1 (Director Elections): Peter Batushansky received 5,891,336 For, 2,437,684 Against, 23,433 Abstentions, 5,939,033 Broker Non-Votes; Leslie C.G. Campbell received 5,629,823 For, 2,691,752 Against, 30,877 Abstentions; James LaCamp received 6,017,606 For, 2,311,457 Against, 23,389 Abstentions; Justin Mennen received 5,751,707 For, 2,577,567 Against, 23,180 Abstentions.
  • · Proposal 2 (Advisory Vote on Executive Compensation): 6,447,075 For, 1,855,610 Against, 49,764 Abstentions, 5,939,033 Broker Non-Votes.
  • · Proposal 3 (Ratification of Auditor): 13,104,929 For, 1,060,357 Against, 126,194 Abstentions, 0 Broker Non-Votes.
  • · Proposal 4 (Approval of 2024 Plan Amendment): 9,697,357 For, 4,403,671 Against, 190,454 Abstentions, 0 Broker Non-Votes.
  • · The 2026 Plan Amendment increases the share reserve by 1,800,000 shares; the full plan text is filed as Exhibit 10.1.
Bravo Multinational Inc. 8-K neutral materiality 2/10

12-08-2026

On August 7, 2026, Kayla Slick resigned as an officer and director of Bravo Multinational Inc. The company stated her resignation was not due to any dispute or disagreement with the company's operations, policies, or practices. The filing contains no financial data or performance metrics.

  • · Resignation effective August 7, 2026, at a board meeting held that same day.
  • · No dispute or disagreement cited as reason for departure.
  • · Filing signed by CFO Richard Kaiser on August 12, 2026.
Cinemark Holdings, Inc. 8-K neutral materiality 1/10

12-08-2026

The filing reports the departure of a director or officer and the appointment of a new officer, but does not disclose the specific position, name, or reason for the change. No financial metrics, compensation details, or strategic decisions are provided. The filing is informational with no material quantitative data to assess.

  • · Filing date: August 12, 2026
  • · AccNo: 0001193125-26-347069
  • · Size: 183 KB
  • · Items 5.02, 8.01, and 9.01 are referenced but no specific details are provided in the summary.
Reddit, Inc. 8-K neutral materiality 1/10

12-08-2026

Reddit, Inc. filed an 8-K on August 12, 2026, regarding an officer change under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits). The filing does not specify the position affected, whether it is an appointment or resignation, the reason for the change, or any financial metrics. No quantitative data, scheduled events, or forward-looking guidance are disclosed, limiting the ability to assess materiality or market impact.

CARPENTER TECHNOLOGY CORP 8-K neutral materiality 4/10

12-08-2026

Carpenter Technology announced the appointment of Ken Giacobbe to its Board of Directors, effective August 11, 2026, replacing two departing directors. Howard Yu will step down on October 6, 2026, and Colleen Pritchett will not stand for re-election at the 2026 Annual Meeting. The board will shrink from 12 to 10 members, maintaining a strong independent majority (9 of 10).

  • · Ken Giacobbe brings over 30 years of finance and executive leadership experience, most recently as EVP and CFO of Howmet Aerospace.
  • · Howard Yu's departure is effective October 6, 2026, the date of the Annual Stockholders' Meeting.
  • · Colleen Pritchett will not stand for re-election at the 2026 Annual Meeting.
  • · Both departing directors confirmed their decisions were not due to any disagreement with the company.
  • · After October 6, 2026, the board will consist of 10 members, 9 of whom are independent.
Arrive AI Inc. 8-K negative materiality 8/10

12-08-2026

Arrive AI Inc. disclosed that on August 6, 2026, its stock price triggered a Floor Price provision under Pre-Paid Purchase agreements with Streeterville Capital, mandating monthly cash repayments of $962,500 plus interest. Separately, the company appointed Piyush Phadke as CFO effective August 17, 2026, with an annual base salary of $300,000 and 1,100,000 RSUs. The company is in discussions with Streeterville regarding remediation, but no agreement is assured.

  • · The Floor Price Trigger occurred when the VWAP fell below $0.25 per share for at least 5 trading days within 7 consecutive trading days.
  • · Pre-Paid Purchase #1 and Pre-Paid Purchase #4 were fully converted into shares prior to the trigger and are not subject to mandatory repayment.
  • · Monthly payments will cease if VWAP exceeds $0.30 per share for 5 consecutive trading days, unless a subsequent trigger occurs.
  • · New CFO Piyush Phadke previously served as CFO of reAlpha Tech Corp. from January 2025 to August 2026.
  • · Phadke holds an MBA from Duke University's Fuqua School of Business and a B.A. in Economics from Tufts University.
Deschutes Parent, Inc. 8-K neutral materiality 4/10

12-08-2026

On August 12, 2026, Riley McCormack resigned from the Board of Directors of Digimarc Corporation, effective immediately, pursuant to a 2020 Subscription Agreement with TCM Strategic Partners L.P. The Board elected Paul Carreiro, an executive officer of the company, to fill the vacancy; he will not serve on any committees or receive additional compensation for his director role.

  • · Mr. Carreiro will serve until the next annual meeting of shareholders, at which time the Board intends to nominate him for election.
  • · There is no arrangement or understanding between Mr. Carreiro and any other person regarding his selection as director.
  • · Mr. Carreiro has not had an interest in any transaction since the beginning of the last fiscal year requiring disclosure under Item 404(a) of Regulation S-K.
Keurig Dr Pepper Inc. 8-K neutral materiality 1/10

12-08-2026

Keurig Dr Pepper Inc. appointed Aaron Alt as an independent director, effective August 14, 2026, expanding the board to ten members. Mr. Alt will also join the Audit and Finance Committee. The appointment is a routine governance update with no disclosed material financial impact.

  • · Appointment effective August 14, 2026.
  • · Mr. Alt appointed to Audit and Finance Committee.
  • · No arrangements or understandings with other persons regarding his appointment.
  • · No reportable transactions under Item 404(a) of Regulation S-K.
  • · Compensation per non-employee director arrangements described in 2026 proxy statement.
INTERNATIONAL BATTERY METALS LTD. 8-K neutral materiality 3/10

12-08-2026

International Battery Metals Ltd. appointed Scott Colangelo to its Board of Directors, effective August 11, 2026. Mr. Colangelo brings investment management and corporate strategy experience from his role as Chairman and Co-Founder of Prime Capital Investment Advisors. He will also serve on the Audit Committee and receive standard non-employee director compensation. No financial metrics or period-over-period comparisons are included in this filing.

  • · Scott Colangelo holds a Bachelor of Science in Finance from Kansas State University.
  • · He has served as Chairman, Managing Partner and Co-Founder of Prime Capital Investment Advisors since 2017.
  • · He also serves as Managing Director of Qualified Plan Advisors since 1999.
  • · Prior to co-founding PCIA, he was Vice President and Shareholder of Lawing Financial for nearly two decades.
  • · Mr. Colangelo was appointed to the Audit Committee of the Board.
  • · No transactions requiring Item 404(a) disclosure were identified.
MADRIGAL PHARMACEUTICALS, INC. 8-K positive materiality 5/10

12-08-2026

Madrigal Pharmaceuticals appointed John C. Reed, M.D., Ph.D., Executive Vice President of Innovative Medicine, R&D at Johnson & Johnson, to its Board of Directors. Dr. Reed brings extensive experience in drug discovery and global R&D strategy, which the company expects to support the continued launch of Rezdiffra and advancement of its MASH pipeline. The filing contains no financial results or period-over-period comparisons, so no balanced performance metrics are available.

  • · Dr. Reed currently serves as Executive Vice President, Innovative Medicine, Research & Development at Johnson & Johnson and is a member of J&J's Executive Committee.
  • · Prior to J&J, Dr. Reed held executive leadership positions at Sanofi and Roche, serving on their respective executive committees.
  • · He previously served as President and CEO of Sanford-Burnham Medical Research Institute.
  • · Dr. Reed is a Fellow of the American Association for the Advancement of Science.
  • · He earned a B.A. in Chemistry from the University of Virginia and both an M.D. and Ph.D. in Immunology from the University of Pennsylvania School of Medicine.
  • · Rezdiffra was the first medication approved by both the FDA and European Commission for the treatment of MASH with moderate to advanced fibrosis (F2 to F3).
  • · An ongoing Phase 3 outcomes trial is evaluating Rezdiffra for the treatment of compensated MASH cirrhosis (F4c).
Archer-Daniels-Midland Co 8-K neutral materiality 3/10

12-08-2026

Archer-Daniels-Midland Company (ADM) announced that director Lei Z. Schlitz has tendered her resignation from the Board following a voluntary material change in her principal employment, effective December 31, 2026. The resignation is not due to any disagreement with the company. The Board has accepted the resignation and asked Ms. Schlitz to remain through year-end.

  • · Resignation effective December 31, 2026.
  • · Resignation triggered by a voluntary material change in Ms. Schlitz's principal employment.
  • · No disagreement with the company's operations, policies, or practices.
Rimini Street, Inc. 8-K neutral materiality 5/10

12-08-2026

Rimini Street, Inc. appointed Keith C. Costello as Executive Vice President and Chief Operating Officer, effective August 17, 2026. Mr. Costello is a seasoned technology executive with over 30 years of experience, most recently serving as President at DXC Technology. His compensation includes a $460,000 base salary, target annual incentive of 81.74% of salary, onboarding equity awards of 150,000 stock options and 150,000 RSUs vesting over three years, and severance provisions tied to termination without cause or change of control.

  • · Mr. Costello previously served as Rimini Street's Senior Vice President, Global Client Engagement in 2016.
  • · Onboarding equity awards vest in equal installments over three years.
  • · Severance includes 12 months' base salary continuation, 12 months' target incentive, and COBRA premium coverage for 12 months if terminated without cause or for good reason before a change of control.
  • · Within 24 months following a change of control, termination without cause or for good reason triggers 100% vesting of outstanding unvested equity awards.
HOME DEPOT, INC. 8-K neutral materiality 6/10

12-08-2026

Home Depot announced that chair, president and CEO Ted Decker will take a temporary medical leave of absence, with an expected return within a few months. The board appointed two long-time executives, Ann-Marie Campbell (Senior EVP) and Richard McPhail (EVP and CFO), to oversee day-to-day operations and financial management respectively during his absence. The company operates 2,361 retail stores and over 1,280 SRS locations, employs over 470,000 associates, and its stock is traded on the NYSE under HD.

  • · The company expects CEO Ted Decker to return within the next few months.
  • · Greg Brenneman will chair the board during Decker's leave.
  • · Ann-Marie Campbell and Richard McPhail have worked together for more than 20 years.
  • · The company operates across all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 Canadian provinces, and Mexico.
SYNOPSYS INC 8-K neutral materiality 3/10

12-08-2026

Synopsys announced that Janet Lee will step down as General Counsel and Corporate Secretary, effective no later than December 31, 2026 or upon appointment of a successor. She will then transition to an advisory role through June 30, 2027 to ensure a smooth handover.

  • · Janet Lee's departure is effective the earlier of December 31, 2026 or appointment of her successor.
  • · She will serve in an advisory role until June 30, 2027, or later as determined by Synopsys.
  • · The filing was signed by CFO Shelagh Glaser on August 12, 2026.

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