US Corporate Board Director Changes SEC Filings — September 11, 2026

USA Board Room Changes

By Gunpowder Editorial ·

32 high priority 32 total filings analysed

Executive Summary

Today's USA Board Room Changes digest reveals a high volume of CFO and C-suite departures, with 12 officer changes across 32 filings, signaling potential operational instability at several firms. Notable trends include a wave of CFO transitions at Celestica, Oportun, and Coty, where internal promotions and strategic restructurings suggest proactive succession planning.

However, several filings carry negative sentiment, including a disputed resignation at BioRestorative Therapies triggering a $1.29M severance claim and a 94% net income plunge at AMREP. Insider activity is sparse, but shareholder dissent on equity plan amendments at Artiva Biotherapeutics (17.3% against) and Peraso (38.6% against) flags governance concerns. The mix of routine retirements and sudden exits creates a bifurcated landscape of stable leadership transitions versus high-risk governance disruptions.

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 September 10, 2026.

Investment Signals (10)

  • Celestica (CLS) (BULLISH)

    CFO promoted to newly created Group President role, internal CFO succession from SVP of Finance, signaling confidence in growth trajectory and strong bench strength

  • Oportun Financial (OPRT) (BULLISH)

    Appointed new CFO with 20+ years of experience from Discover Financial, cumulative $22.7B in credit provided and $2.5B in member savings, reinforcing mission-driven growth

  • Flexsteel Industries (FLXS) (BULLISH)

    Appointed independent director with AI/digital transformation expertise from Trex and Home Depot, aligning with strategic focus on data-driven profitable growth

  • Former CFO transitions to Strategic CEO Advisor through June 2027 with €825K salary, ensuring smooth leadership handoff to new CFO Soraya Benchikh

  • Private Bancorp of America (PBAM) (BULLISH)

    CFO Cory Stewart signed new 3-year employment agreement with 40% bonus potential and RSU awards starting 2027, locking in key financial leadership

  • TScan Therapeutics (TCRT) (BULLISH)

    Retention program for CEO and Chief Legal Officer with $1.24M cash awards tied to solid tumor milestones, signaling confidence in pipeline advancement

  • CFO resignation for personal reasons, CEO takes interim CFO role without extra pay, but low 41.6% quorum and 61.4% support for equity plan indicate weak shareholder engagement

  • Artiva Biotherapeutics (ARTV) (BEARISH)

    17.3% shareholder vote against equity plan amendment, signaling governance pushback despite auditor ratification with 99.99% support

  • NetScout Systems (NTCT) (BEARISH)

    Equity plan amendment passed with only 72% support, lowest among all proposals, indicating notable shareholder dissent on dilution concerns

  • Net income plunged 94.1% YoY to $276K, revenues down 66.1%, company blames transaction timing but no guidance provided

Risk Flags (9)

  • BioRestorative Therapies (BRTX) [HIGH RISK]

    VP of R&D claims constructive termination triggering $1.29M cash severance and equity acceleration; Board disputes agreement validity and launches internal investigation into executive contracts

  • Net income fell 94.1% YoY, revenues dropped 66.1%, with no forward guidance or catalyst to reverse trend; highly volatile earnings profile

  • Peraso Inc. (PRSO) [MODERATE RISK]

    CFO resignation with only 41.6% quorum at annual meeting, equity plan passed with just 61.4% support, indicating potential shareholder dissatisfaction with governance

  • Artiva Biotherapeutics (ARTV) [MODERATE RISK]

    17.3% of votes against equity plan amendment (6.8M shares), suggesting institutional pushback on dilution; broker non-votes of 4.6M could amplify dissent

  • NetScout Systems (NTCT) [MODERATE RISK]

    Equity plan amendment had 28% opposition (17.6M shares against), signaling dilution concerns despite strong support for auditor and ESPP

  • Bubblr Inc. (BBLR) [HIGH RISK]

    CFO, Secretary, and director resigned while company is under federal receivership (Case No. 2:26-cv-00020-ABJ), indicating severe financial distress

  • TransCode Therapeutics (RNAZ) [MODERATE RISK]

    CFO resignation with up to $1.25M cash severance and 185K share options, payments accelerate upon $5M/$10M funding raises, highlighting cash burn and operational transition risk

  • Fly-E Group (FLYE) [MODERATE RISK]

    CEO resigned effective immediately with no reason given; new CEO appointed at only $60K annual salary, unusually low for a public company, raising questions about talent quality

  • CleanCore Solutions (ZFR) [MODERATE RISK]

    CFO retired effective immediately with no successor named, creating a gap in financial leadership

Opportunities (8)

  • Celestica (CLS) (OPPORTUNITY)

    Internal CFO promotion and new Group President role signal strong growth trajectory; monitor Q3 earnings for margin expansion from 'unprecedented growth' cited in filing

  • Oportun Financial (OPRT) (OPPORTUNITY)

    New CFO from Discover Financial brings deep consumer banking expertise; mission-driven model with $22.7B in cumulative credit could drive further market share gains

  • Flexsteel Industries (FLXS) (OPPORTUNITY)

    Appointment of AI/digital transformation expert to board could unlock operational efficiencies; watch for technology-driven margin improvement in coming quarters

  • Private Bancorp of America (PBAM) (OPPORTUNITY)

    CFO locked in with 3-year contract including RSU awards starting 2027; stable leadership in community banking sector with 40% bonus potential aligns interests

  • TScan Therapeutics (TCRT) (OPPORTUNITY)

    Retention program ties CEO and key executive compensation to in vivo solid tumor program milestones; positive catalyst if clinical milestones are achieved

  • Coty Inc. (COTY) (OPPORTUNITY)

    CFO transition with 10-month advisory period ensures continuity; new CFO Soraya Benchikh could bring fresh perspective to balance sheet optimization

  • Amrize Ltd (AMRZ) (OPPORTUNITY)

    Internal promotion of Mario Gross to President of Building Envelope leverages deep operational expertise; $11.8B revenue base with 19K employees provides scale for margin expansion

  • Executive Chair Gary Kain's new compensation structure with performance-based equity (67% of LTI) aligns with shareholder returns; watch for improved capital allocation

Sector Themes (5)

  • CFO Succession Wave

    5 CFO changes across filings (Celestica, Oportun, Coty, Peraso, TransCode), with 3 being planned transitions and 2 sudden resignations, indicating sector-wide financial leadership churn

  • Governance Pushback on Equity Dilution

    At Artiva (17.3% against), Peraso (38.6% against), and NetScout (28% against), shareholders showed notable dissent on equity plan amendments, suggesting growing institutional sensitivity to dilution

  • Internal Promotions vs External Hires

    Celestica and Amrize promoted internally for key roles, while Oportun and Flexsteel brought in external talent with specialized experience, reflecting different growth strategies

  • Small-Cap Governance Risks

    Peraso (41.6% quorum), Fly-E Group ($60K CEO salary), and CleanCore (no successor named) highlight governance weaknesses in smaller public companies, increasing investment risk

  • Retention Programs in Biotech

    TScan Therapeutics and BioRestorative Therapies both implemented retention/severance programs tied to milestones, reflecting the high-stakes talent management in cash-burning biotech firms

Watch List (8)

  • BioRestorative Therapies (BRTX)
    👁

    Internal investigation into executive employment agreements ongoing; watch for 8-K filing on findings and potential litigation risk from $1.29M severance claim

  • Q2 FY2027 earnings release to show if 94% net income decline is temporary or trend; watch for any guidance on land sales pipeline

  • CEO as interim CFO creates dual role risk; watch for Q3 filing to assess financial controls and search for permanent CFO

  • Celestica (CLS)
    👁

    New leadership structure effective Oct 1, 2026; watch Q3 earnings call for commentary on 'unprecedented growth' and margin targets

  • CFO transition period through June 2027; watch for December 2026 acceleration option and any strategic shifts under new CFO

  • TScan Therapeutics (TCRT)
    👁

    Clinical milestones for in vivo solid tumor program tied to CEO retention awards; watch for trial data updates

  • Sudden CEO resignation with no explanation; watch for additional 8-K filings on strategic direction or further board changes

  • Artiva Biotherapeutics (ARTV)
    👁

    17.3% shareholder dissent on equity plan may lead to investor outreach; watch for proxy advisor recommendations ahead of next meeting

Filing Analyses (32)
Park Hotels & Resorts Inc. 8-K neutral materiality 3/10

11-09-2026

Park Hotels & Resorts Inc. announced the departure of Thomas C. Morey, Executive Vice President and Chief Investment Officer, effective September 8, 2026. Mr. Morey entered into a Separation Agreement on September 9, 2026, entitling him to severance payments and benefits under the company's Executive Severance Plan, contingent on compliance with non-solicitation and non-competition obligations for 12 months. The filing does not disclose any financial terms of the separation or any impact on the company's operations.

  • · The separation is treated as a termination without 'cause' under the company's Executive Severance Plan.
  • · Mr. Morey's non-solicitation and non-competition obligations apply for 12 months following the separation date.
  • · The Separation Agreement includes a general release of claims against the company.
GPO Plus, Inc. 8-K neutral materiality 3/10

11-09-2026

GPO Plus, Inc. (GPOX) filed an 8-K on September 11, 2026, disclosing a certificate of designation related to unregistered equity sales, along with officer and charter changes. Specific financial figures and performance metrics were not included in this filing.

  • · Filing includes Items 3.02 (Unregistered Sales of Equity Securities), 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers), 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year), and 9.01 (Financial Statements and Exhibits).
  • · Exhibit 3.1 is a Certificate of Designation, which typically sets forth the rights, preferences, and limitations of a new series of preferred stock.
Bubblr Inc. 8-K negative materiality 4/10

11-09-2026

Bubblr Inc. (BBLR) disclosed the resignation of David A. Chetwood as CFO, Secretary, and director, effective September 10, 2026. The company is under receivership, with the receiver appointed by the U.S. District Court exercising board powers. No financial impact or replacement details were provided.

  • · The resignation notice was delivered to the Receiver, appointed by the U.S. District Court for Wyoming (Case No. 2:26-cv-00020-ABJ).
  • · Chetwood resigned from all officer, employee, and fiduciary positions with the company and its subsidiaries.
  • · The company has no securities registered under Section 12(b) of the Exchange Act.
Lucid Group, Inc. 8-K neutral materiality 3/10

11-09-2026

Lucid Group, Inc. entered into a Transition Agreement with former CFO Taoufiq Boussaid on September 4, 2026. He will serve as a Senior Advisor through December 31, 2026, receiving a monthly salary of $10,000, benefits, continued equity vesting, a prorated 2026 annual bonus of $156,390, and his company vehicle, subject to conditions. The agreement includes standard release and restrictive covenant provisions.

  • · Transition Agreement effective September 4, 2026
  • · Separation Date is December 31, 2026
  • · Mr. Boussaid's continued equity award vesting through the Separation Date
  • · Agreement includes confidentiality, non-disparagement, and cooperation provisions
  • · Full Transition Agreement to be filed as exhibit to Q3 FY2026 10-Q
AGNC Investment Corp. 8-K neutral materiality 4/10

11-09-2026

AGNC Investment Corp. disclosed an amendment to Executive Chair Gary Kain's employment agreement, setting a target annual cash bonus of $1,300,000 and a target annual long-term incentive award of $1,500,000 in common stock, both commencing in 2027. The cash bonus can range from 0% to 200% of target, and the equity award is 67% performance-based with a three-year vesting period. Base salary, termination payments, and restrictive covenants remain unchanged.

  • · The amendment was entered into on September 10, 2026, and filed on September 11, 2026.
  • · The cash bonus for 2027 and thereafter is based on annual performance measures set by the Compensation and Corporate Governance Committee.
  • · The long-term incentive award is subject to Board of Directors approval.
  • · Performance metrics for the equity award are measured over a three-year period.
  • · Base salary, termination/separation payments, and restrictive covenants remain unchanged from the prior agreement dated July 18, 2024.
SCOTTS MIRACLE-GRO CO 8-K neutral materiality 2/10

11-09-2026

Adam Hanft, a Class III director of The Scotts Miracle-Gro Company, retired from the Board effective September 8, 2026, ahead of his term's scheduled expiration at the 2028 Annual Meeting. The company's consulting relationship with Hanft Ideas LLC, where Mr. Hanft serves as principal and CEO, will continue after his resignation.

  • · Adam Hanft was a Class III director whose term was set to expire at the 2028 Annual Meeting of Shareholders.
  • · The consulting relationship with Hanft Ideas LLC will continue after Mr. Hanft's resignation from the Board.
DAKTRONICS INC /SD/ 8-K neutral materiality 3/10

11-09-2026

Daktronics announced the retirement of Bradley T. Wiemann, Executive Vice President – Advisor to the CEO, effective September 5, 2026, under an Amended and Restated Termination Agreement and General Release of Claims. Wiemann served the company for over 34 years, including as Interim President and Interim CEO. The company expressed gratitude for his contributions and wished him well in retirement.

  • · Retirement effective September 5, 2026
  • · Retirement governed by Amended and Restated Termination Agreement and General Release of Claims, previously disclosed in Form 8-K filed February 20, 2026
  • · Wiemann previously served as Interim President and Interim CEO
Private Bancorp of America, Inc. 8-K neutral materiality 4/10

11-09-2026

Private Bancorp of America, Inc. (PBAM) entered into a new three-year employment agreement with Executive Vice President and CFO Cory Stewart, effective September 5, 2026. The agreement sets a minimum annual base salary of $425,000, with eligibility for an annual incentive bonus of up to 40% of base salary and, starting in 2027, restricted stock unit awards of up to 40% of base salary. The agreement also includes severance provisions, including 18 months of base salary for a non-cause termination or resignation for good reason, and 24 months of base salary plus full target bonus in the event of a change of control.

  • · The employment agreement includes a non-solicitation clause covering employees of the Bank, its subsidiaries, and affiliates, lasting for eight months after employment ends.
  • · Severance payments are contingent upon Mr. Stewart delivering an executed release of claims.
  • · Payments due in the event of a change of control will be reduced to avoid an excess parachute payment under Section 280G of the Internal Revenue Code.
  • · The agreement was filed as Exhibit 10.1 to the 8-K.
UNIFIRST CORP 8-K neutral materiality 4/10

11-09-2026

UniFirst Corp announced the departure of Kelly Rooney, Executive Vice President and Chief Operating Officer, effective September 11, 2026, following her voluntary resignation to pursue other career opportunities. The company entered into a Separation Agreement with Ms. Rooney, which includes a general release of claims and a cooperation clause, but she will not receive any severance payments or benefits due to the voluntary nature of her resignation.

  • · Ms. Rooney's resignation was previously disclosed in an 8-K filed on August 28, 2026.
  • · The Separation Agreement includes a general release of claims and a cooperation clause.
  • · No severance payments or benefits will be provided to Ms. Rooney.
TREDEGAR CORP 8-K neutral materiality 3/10

11-09-2026

Tredegar Corporation announced that Kevin C. Donnelly, Executive Vice President, General Counsel and Corporate Secretary, will resign effective October 1, 2026, after 16 years with the company. The departure is a routine leadership transition with no immediate financial impact disclosed, and the company expressed gratitude for his contributions.

  • · Mr. Donnelly joined Tredegar in 2010 and served as Associate General Counsel beginning in 2013.
  • · He was named Vice President, General Counsel and Corporate Secretary effective January 1, 2021, and Executive Vice President, General Counsel and Corporate Secretary effective January 1, 2025.
  • · Tredegar operates manufacturing facilities in North America and Asia.
Amrize Ltd 8-K neutral materiality 4/10

11-09-2026

Amrize Ltd announced the appointment of Mario Gross as President of Building Envelope, effective September 11, 2026, succeeding Jake Gosa who is stepping down. Gross, previously Chief Supply Chain Officer and a member of the Executive Committee since the company's NYSE listing in June 2025, brings deep operational expertise from his prior roles at Amrize, Holcim, and Sika. The company reported $11.8 billion in revenue for 2025 and employs 19,000 people across over 1,000 sites in North America.

  • · Gross served as Chief Operating Officer of Building Envelope from 2024 to 2025 before becoming Chief Supply Chain Officer.
  • · Amrize operates in every U.S. state and Canadian province.
  • · The company serves infrastructure, commercial, residential, new build, repair, and refurbishment markets.
reAlpha Tech Corp. 8-K neutral materiality 4/10

11-09-2026

On April 23, 2026, the compensation committee of reAlpha Tech Corp. approved annual restricted stock unit (RSU) grants for FY 2026 under the 2022 Equity Incentive Plan for executive officers and certain employees. The quarterly RSU amounts for named executives are: Executive Chairman Giri Devanur ($62,500), CEO/President/Interim COO Michael J. Logozzo ($75,000), and CFO Thomas J. Kutzman Jr. ($68,750). The filing was inadvertently filed late on September 11, 2026, and no financial results or period-over-period comparisons are provided.

  • · The RSU grants are made for each fiscal quarter of FY 2026, with quarterly grant dates set 30 calendar days after the end of each fiscal quarter.
  • · Quarterly RSUs vest 50% at 12 months from grant date and the remaining 50% in four equal quarterly installments over the next 12 months.
  • · The filing was inadvertently filed late; the company stated it promptly filed upon discovering the lapse.
  • · The Compensation Committee intends to consider similar annual grants for future fiscal years on materially consistent terms, subject to its discretion.
FiEE, Inc. 8-K neutral materiality 3/10

11-09-2026

On September 4, 2026, David Natan, a member of the Board of Directors and Chair of the Audit Committee of FiEE, Inc., notified the Board of his intention to resign as a director, effective September 30, 2026. The resignation is not due to any disagreement with the company. The Nominating and Corporate Governance Committee has begun a search for a successor, and the company will disclose the appointment and any committee changes in a subsequent 8-K filing.

  • · David Natan also served as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.
  • · The resignation is effective September 30, 2026.
  • · The company will disclose the successor director and any committee changes in a subsequent 8-K filing.
Business First Bancshares, Inc. 8-K neutral materiality 3/10

11-09-2026

Business First Bancshares, Inc. (BFST) disclosed the voluntary resignation of Philip Jordan, Executive Vice President and Chief Banking Officer of its subsidiary b1BANK, effective September 9, 2026. The resignation was not due to any disagreement with the company regarding operations, policies, or practices. No financial impact or replacement details were provided.

  • · The resignation was voluntary and not due to any disagreement with the company.
  • · No successor or interim appointment was announced.
  • · The filing was made under Item 5.02 (Departure of Directors or Certain Officers).
Artiva Biotherapeutics, Inc. 8-K neutral materiality 4/10

11-09-2026

Artiva Biotherapeutics held its 2026 Annual Meeting on September 8, 2026, where stockholders elected two Class II directors (Brian Daniels, M.D. and Laura Stoppel, Ph.D.) and ratified KPMG LLP as the independent auditor for fiscal 2026. Stockholders also approved an amendment to the 2024 Equity Incentive Plan to increase authorized shares by 5,097,095 shares and include pre-funded warrant shares in the automatic reserve calculation. All proposals passed, though Proposal 3 (equity plan amendment) received a notable 17.3% vote against (6,816,989 votes against vs. 32,527,133 for), indicating some shareholder dissent.

  • · Proposal 1 (Director election): Brian Daniels received 33,591,967 votes for and 5,774,914 withheld; Laura Stoppel received 33,862,513 for and 5,504,368 withheld. Broker non-votes were 4,640,922 for each.
  • · Proposal 2 (Auditor ratification): 44,000,762 votes for, 4,325 against, 2,716 abstentions, 0 broker non-votes.
  • · Proposal 3 (Equity plan amendment): 32,527,133 for, 6,816,989 against, 22,759 abstentions, 4,640,922 broker non-votes.
  • · The Amended 2024 Plan was approved by the Board on July 15, 2026, subject to stockholder approval.
  • · The definitive proxy statement was filed on August 3, 2026.
CELESTICA INC 8-K positive materiality 6/10

11-09-2026

Celestica announced a new leadership structure effective October 1, 2026: Mandeep Chawla, previously CFO, will become Group President, Global Markets (a newly created role overseeing commercial execution and global market expansion), and Todd Ankenmann, currently SVP of Finance, will succeed Chawla as CFO. The company cites 'unprecedented growth' and a 'strong growth trajectory' as the rationale for the changes, but no specific financial metrics are provided in the press release.

  • · Mandeep Chawla has served as Celestica's CFO since 2017; prior to joining Celestica in 2010, he spent nearly a decade at GE.
  • · Todd Ankenmann joined Celestica in 2018 and currently serves as Senior Vice President, Finance; he spent over a decade in senior finance leadership roles at GE.
  • · The effective date for both appointments is October 1, 2026.
AMREP CORP. 8-K negative materiality 8/10

11-09-2026

AMREP Corporation reported a sharp decline in first quarter fiscal 2027 results, with net income falling 94.1% to $276,000 ($0.05 per diluted share) from $4,692,000 ($0.87 per diluted share) in the prior year period. Revenues dropped 66.1% to $6,051,000 from $17,851,000. The company attributed the volatility to the nature and timing of specific transactions and land or home sales, noting that prior results are not indicative of future performance.

  • · Weighted average basic shares outstanding increased slightly to 5,337,000 from 5,326,000.
  • · Weighted average diluted shares outstanding increased to 5,393,000 from 5,375,000.
  • · The company emphasized that revenues, average selling prices, and gross margins can vary significantly due to the nature and timing of specific transactions and land or home sales.
Klotho Neurosciences, Inc. 8-K neutral materiality 2/10

11-09-2026

On September 8, 2026, two directors, Shalom Hirschman and Riad El-Dada, resigned from the board of Greenland Mines Ltd. (formerly Klotho Neurosciences, Inc.), and Jason Hawkins was appointed to fill the vacancy. The resignations were not due to any disagreement with the company. This board change is a routine governance update with no financial impact disclosed.

  • · Jason Hawkins has over 25 years of capital markets experience in investment and merchant banking.
  • · Hawkins is Chairman and CEO of Intrusion Precious Metals Corp., a significant minority shareholder of Greenland Mines.
  • · Hawkins holds a B.Com (Honours) from Queen's University.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new accounting standards.
Peraso Inc. 8-K mixed materiality 6/10

11-09-2026

Peraso Inc. (PRSO) announced the resignation of CFO James Sullivan effective October 2, 2026, for personal reasons, with CEO Ronald Glibbery appointed as interim CFO without additional compensation. At the September 10, 2026 Annual Meeting, stockholders approved all six proposals, including a 1,500,000 share increase to the 2019 Stock Incentive Plan and ratification of auditors. However, the meeting had a low quorum of only 41.62% of voting power, and the Plan Amendment (Proposal 3) received relatively weak support with only 61.4% of votes cast in favor, indicating notable shareholder dissent.

  • · CEO Ronald Glibbery will serve as interim CFO without additional compensation.
  • · The Plan Amendment (Proposal 3) was approved with 686,303 For, 390,534 Against, and 40,494 Abstain, representing only 61.4% support among votes cast.
  • · Advisory say-on-pay (Proposal 4) received 775,954 For and 285,755 Against, with 55,622 Abstain.
  • · Proposal 5 (issuance to Roth Principal Investments) was approved with 766,186 For and 319,640 Against.
  • · All four director nominees were elected, with Ronald Glibbery receiving the lowest For votes (887,320) and highest Withheld (230,011) among the slate.
  • · The company's common stock trades on Nasdaq under symbol PRSO.
CleanCore Solutions, Inc. 8-K neutral materiality 5/10

11-09-2026

Zone Frontier Inc. (formerly CleanCore Solutions, Inc.) announced the resignation of CFO David Enholm, effective September 11, 2026, in connection with his retirement. The company emphasized that his departure was not due to any disagreement with the company's operations, policies, or practices. No successor has been named in the filing.

  • · The resignation was effective September 11, 2026.
  • · Mr. Enholm's resignation was not the result of any disagreement with the company.
  • · No replacement CFO has been announced in this filing.
Oportun Financial Corp 8-K positive materiality 6/10

11-09-2026

Oportun Financial Corp announced the appointment of Bill Franklin as Chief Financial Officer, effective September 8, 2026. Franklin brings over 20 years of financial leadership experience, including serving as SVP and CFO of Consumer Banking at Discover Financial Services. The company highlighted its mission-driven focus and cumulative achievements of providing over $22.7 billion in credit and saving members more than $2.5 billion in interest and fees.

  • · Franklin's experience includes roles as Assistant Treasurer and Head of Investor Relations at Discover Financial Services.
  • · Franklin will lead Oportun's finance organization and partner with the executive leadership team on financial strategy, operating discipline, and long-term value creation.
  • · The appointment is effective September 8, 2026.
FLEXSTEEL INDUSTRIES INC 8-K positive materiality 3/10

11-09-2026

Flexsteel Industries announced the appointment of Dr. Anand Kangala as an independent director, effective September 10, 2026, and he will serve on the Audit & Ethics Committee. Dr. Kangala brings extensive experience in digital transformation, AI, and enterprise technology from roles at Trex Company, The Home Depot, and other major firms. The appointment aligns with Flexsteel's strategic priorities of strengthening consumer focus, improving execution, and leveraging data and technology for profitable growth.

  • · Dr. Kangala is Chief Digital and Technology Officer of Trex Company, Inc., the world's largest manufacturer of high-performance, eco-friendly wood-alternative decking and railing products.
  • · He joined Trex in 2024 and has led enterprise transformation, advancing digital, technology, and AI capabilities.
  • · Prior roles include senior digital transformation and technology leadership at The Home Depot, Edward Jones, Carter's, Cato Corporation, and Lowe's Companies.
  • · Flexsteel has been operating for more than 130 years and offers products under sub-brands including Zecliner, Statements, Zen, Perfect Match, and Pulse.
Transcode Therapeutics, Inc. 8-K neutral materiality 5/10

11-09-2026

TransCode Therapeutics announced the resignation of CFO Thomas A. Fitzgerald, effective September 9, 2026, and appointed John Tattory as Interim CFO through Stout Risius Ross. Fitzgerald will receive severance up to $1.25 million in cash and an option for 185,000 shares, with payments accelerated if the company raises $5 million or $10 million in funding. The departure is not tied to any disagreement, but the need for a new CFO and the substantial severance package highlight ongoing operational transitions.

  • · Fitzgerald's resignation was effective September 9, 2026; he serves up to 20 hours of transitional services in September 2026 without extra pay.
  • · The option for 185,000 shares vests monthly over 12 months, with 50% acceleration upon $5M funding and full acceleration upon $10M funding or sale event.
  • · The company will pay Fitzgerald's COBRA premiums for up to 12 months, or Medicare premiums if COBRA is not elected.
  • · John Tattory, age 61, is a Managing Director at Stout and a certified public accountant (inactive), with prior roles at Windtree Therapeutics and Cerapedics.
Flux Power Holdings, Inc. 8-K neutral materiality 3/10

11-09-2026

On September 8, 2026, Flux Power Holdings, Inc. announced the resignation of Chief Operating Officer Jeff Mason, effective September 25, 2026. Mr. Mason will receive a $5,000 separation payment in exchange for a general release of claims. No financial or operational performance figures were disclosed in this filing.

  • · Separation agreement to be filed with Q1 FY2027 10-Q ending September 30, 2026
COTY INC. 8-K neutral materiality 5/10

11-09-2026

Coty Inc. announced the leadership transition of Laurent Mercier, who stepped down as CFO on September 1, 2026, and will serve as Strategic CEO Advisor through June 30, 2027. He will receive an annual base salary of €825,000 and a fixed one-time bonus of €290,000, but will not be eligible for any annual bonus or variable compensation for fiscal years 2026 or 2027. The transition is part of the previously announced appointment of Soraya Benchikh as the new CFO.

  • · Transition End Date is June 30, 2027, but may be accelerated to no earlier than December 20, 2026 at Mr. Mercier's option, with a lump-sum payment equal to salary otherwise payable through June 30, 2027.
  • · Equity awards scheduled to vest in October 2026 remain eligible; unvested awards after Transition End Date will be forfeited.
  • · Mr. Mercier will be subject to a twelve-month non-competition covenant after the Transition End Date and will receive related contractual non-competition payments.
  • · He will also receive applicable contractual and collective bargaining severance benefits.
Fly-E Group, Inc. 8-K neutral materiality 5/10

11-09-2026

Fly-E Group, Inc. announced the sudden resignation of CEO and Director Lisa Fan on September 11, 2026, effective immediately, with no disagreement cited. The Board simultaneously appointed Qiang Chen as the new CEO and Jingxia Song as an independent Director and committee member. The new CEO’s annual base salary is just $60,000 and the new director’s is $26,400, reflecting very modest compensation levels for a public company.

  • · Lisa Fan's resignation was effective immediately on September 11, 2026, and was not due to any disagreement with the company, Board, or any committee.
  • · Qiang Chen, age 54, has nearly 30 years of accounting, finance and public company management experience, is a CPA in California, and holds a Bachelor of Science in Business Administration (Accounting).
  • · Jingxia Song, age 40, has over 16 years of experience in corporate operations, administration and organizational management, and holds a Bachelor of Economics.
  • · The employment agreement for Qiang Chen is 'at will' and includes standard provisions for termination for cause, death/disability, and without cause (one-month notice).
  • · The employment agreement states the new CEO's title as Chief Financial Officer in the recitals, but the 8-K states he was appointed CEO — there is a contradiction in the filing.
IMMUNIC, INC. 8-K neutral materiality 3/10

11-09-2026

Immunic, Inc. announced the resignation of Dr. Duane Nash from its Board of Directors effective September 10, 2026. Dr. Nash's departure was not due to any disagreement with the company, and the Board reduced its size from ten to nine members. The filing contains no financial results or operational updates.

NETSCOUT SYSTEMS INC 8-K mixed materiality 5/10

11-09-2026

NetScout Systems held its 2026 annual meeting on September 9, 2026, where stockholders approved amendments to the 2019 Equity Incentive Plan (adding 3,500,000 shares) and the 2011 Employee Stock Purchase Plan (adding 4,000,000 shares). All three Class III director nominees (Joseph G. Hadzima, Jr., Christopher Perretta, and Marlene Pelage) were elected, and the appointment of KPMG LLP as independent auditor for FY2027 was ratified. While the say-on-pay proposal and the ESPP amendment passed with strong support (88.8% and 98.8% of votes cast, respectively), the equity plan amendment received a relatively lower approval of 72.0% of votes cast, indicating notable shareholder dissent.

  • · The equity plan amendment (Proposal 3) received 45,428,891 For votes vs. 17,623,992 Against, with 31,828 Abstentions — the highest opposition among all proposals.
  • · The ESPP amendment (Proposal 4) passed overwhelmingly with 62,292,690 For vs. 780,665 Against.
  • · Auditor ratification (Proposal 5) was the most lopsided vote: 67,476,559 For, 219,775 Against, 62,941 Abstain, with zero broker non-votes.
  • · All three director nominees were elected; Marlene Pelage received the highest For vote count (61,406,148) and Joseph G. Hadzima, Jr. the lowest (49,692,666).
  • · The say-on-pay advisory vote (Proposal 2) had 56,015,557 For, 7,032,636 Against, and 36,518 Abstain.
TScan Therapeutics, Inc. 8-K neutral materiality 6/10

11-09-2026

TScan Therapeutics approved a retention program on September 8, 2026, providing cash and equity awards to key employees, including CEO Dr. Gavin MacBeath and Chief Legal & Strategy Officer Dr. Zoran Zdraveski. The program includes cash awards of $822,000 and $416,000 respectively, partly tied to in vivo solid tumor program milestones, and equity awards of 2.4 million RSUs and 1.05 million RSUs. The awards also include performance-based and time-based vesting conditions, reflecting efforts to retain talent amid program advancement.

  • · Cash awards vest in two halves: first half paid in two installments (1/3 in Nov 2026, 2/3 in Feb 2027); second half tied to achievement of Clinical Milestone in the in vivo solid tumor program.
  • · Equity awards of RSUs: 1/3 vests upon a Financing Milestone; remaining 2/3 vest in equal installments on first and second anniversaries of the Financing Milestone.
  • · All equity awards made under the Amended and Restated 2021 Equity Incentive Plan.
  • · The retention program is designed to retain employees supporting the company, though no current performance data is provided.
LITHIUM AMERICAS CORP. 8-K neutral materiality 3/10

11-09-2026

Lithium Americas Corp. (LAC) announced the retirement of Alexi Zawadzki, Vice President, Corporate Development, effective September 11, 2026. Mr. Zawadzki's departure is not due to any disagreement with the company. No financial figures or performance metrics were disclosed in this filing.

  • · Retirement effective September 11, 2026
  • · No disagreement cited as reason for departure
BioRestorative Therapies, Inc. 8-K negative materiality 8/10

11-09-2026

BioRestorative Therapies, Inc. received a resignation from its VP of Research and Development, Mr. Silva, effective September 4, 2026, who claims a constructive termination ("Good Reason") under an Employment Agreement entered into on June 10, 2026, and amended in July 2026, triggering a potential $1.29 million cash severance, equity acceleration, and benefits. The Board acknowledges the resignation for disclosure purposes but does not concede the validity of the Employment Agreement or the occurrence of a "Change in Control," has legally reserved all rights, and has initiated an internal investigation into the agreement's negotiation, approval, and execution, along with other executive employment agreements. Pending the investigation, no payments or benefits beyond accrued salary will be provided.

  • · The Employment Agreement was conditionally entered on June 10, 2026, and purportedly amended in July 2026.
  • · The asserted "Change in Control" is based on changes to the Board of Directors in June 2026 under a Revolving Loan Agreement with Bowery Group LLC.
  • · The company is also investigating employment agreements entered into with the former CEO and former CFO.
  • · The Board has not accepted the validity or effect of the Employment Agreement and has reserved all rights and defenses.

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