Accendra Health names new CEO with $1M salary

Accendra Health names Kenneth Gardner-Smith as next CEO with a multi-year incentive package and adds Scott Lloyd as Chief Commercial Officer to lead unified commercial growth.

Rhea-AI Filing Summary

Accendra Health, Inc. (ACH) announced a leadership transition, naming Kenneth Gardner-Smith as its next President and Chief Executive Officer, expected to assume the role early in the fourth quarter of 2026. He succeeds Edward A. Pesicka, who will retire as CEO and from the Board and then serve as an advisor to support a smooth transition.

Under an offer letter dated September 16, 2026, Gardner-Smith will receive a $1,000,000 base salary, be eligible for a target annual cash bonus equal to 130% of base salary (prorated for 2026), and a long-term incentive grant with a target value of $6,000,000, split among restricted stock units, stock-settled PSUs, and cash-settled PSUs. He is also granted a $650,000 sign-on cash bonus and $2,000,000 in cash-settled stock appreciation rights vesting over three years. The company also created and filled a new Chief Commercial Officer role, appointing Scott Lloyd effective October 5, 2026 to unify commercial strategy and growth efforts.

Filing Explained

The CEO handoff is announced but pending, while committee changes and executive award obligations depend on later milestones.

The filing states that Kenneth Gardner-Smith is the expected next CEO in early fourth quarter 2026, while Edward Pesicka remains CEO until that handoff; the structural consequence is a pending leadership transition, not a completed change.

When Gardner-Smith assumes the role, Pesicka will retire from the Board and become an advisor. Gardner-Smith will remain a non-independent director and Executive Committee member, while leaving the People & Culture and Audit Committees; an independent director is to fill those seats.

The offer letter adds timing and conditionality to the compensation already disclosed: the $650,000 sign-on bonus is payable after six months and subject to repayment if he voluntarily resigns without Good Reason within 24 months, while the $2,000,000 cash-settled stock appreciation rights vest over three years and first become exercisable on the three-year grant-date anniversary.

8-K Event Classification

4 items: 5.02, 7.01, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary: $1,000,000 Target annual cash bonus: 130% of base salary Annual long-term incentive target: $6,000,000 +5 more

8 metrics

Annual base salary $1,000,000 Base salary for Kenneth Gardner-Smith under the September 16, 2026 offer letter

Target annual cash bonus 130% of base salary Target bonus opportunity for fiscal 2026, prorated for time employed

Annual long-term incentive target $6,000,000 Target grant date fair value of annual equity awards for Gardner-Smith

Sign-on cash bonus $650,000 One-time sign-on bonus payable after six months of employment

Inducement stock appreciation rights $2,000,000 Target value of cash-settled SARs granted to Gardner-Smith

SAR term 10 years Term of cash-settled stock appreciation rights granted to Gardner-Smith

SAR vesting period 3 years SARs vest in equal annual installments, first exercisable on third anniversary

Chief Commercial Officer effective date October 5, 2026 Start date for Scott Lloyd as Chief Commercial Officer

Key Terms

restricted stock units, performance share units, cash-settled stock appreciation rights, Executive Change in Control Severance Agreement, +2 more

6 terms

restricted stock units financial

"2026 awards to be granted 25% in restricted stock units of the Company"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance share units financial

"25% in stock-settled performance share units of the Company"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

cash-settled stock appreciation rights financial

"a one-time inducement grant of cash-settled stock appreciation rights"

Executive Change in Control Severance Agreement regulatory

"Good Reason (as defined in the Executive Change in Control Severance Agreement)"

Officer Severance Policy regulatory

"covered by the Company’s Officer Severance Policy dated February 27, 2025"

forward-looking statements regulatory

"This release contains certain “forward looking” statements made pursuant"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did ACCENDRA HEALTH INC (ACH) announce in this 8-K?

Accendra Health named Kenneth Gardner-Smith as its next President and Chief Executive Officer, expected to assume the role early in the fourth quarter of 2026, succeeding Edward A. Pesicka, who will retire from both the CEO position and the Board of Directors.

What is the new CEO’s compensation package at ACH?

Kenneth Gardner-Smith will receive a $1,000,000 base salary, a target annual cash bonus equal to 130% of base salary (prorated for 2026), annual equity awards with a target value of $6,000,000, a $650,000 sign-on cash bonus, and $2,000,000 in inducement stock appreciation rights.

When will Scott Lloyd start as Chief Commercial Officer at ACH?

Scott Lloyd will become Chief Commercial Officer of Accendra Health effective October 5, 2026. The company created this role to consolidate commercial strategy, sales, and provider and payor partnerships under a single leader focused on growth in home-based care.

How are the new CEO’s long-term incentives structured at ACH?

Kenneth Gardner-Smith’s annual long-term incentive target is $6,000,000, granted 25% in restricted stock units, 25% in stock-settled performance share units, and 50% in cash-settled performance share units, plus a separate one-time $2,000,000 cash-settled stock appreciation right grant.

What are the terms of the CEO’s sign-on benefits at Accendra Health (ACH)?

Gardner-Smith will receive a one-time $650,000 sign-on cash bonus after six months of employment, subject to repayment if he voluntarily resigns without Good Reason within 24 months, and a one-time $2,000,000 inducement grant of cash-settled stock appreciation rights with a ten-year term.

Will Kenneth Gardner-Smith remain on the Accendra Health Board?

Yes. Gardner-Smith will continue to serve on the Board of Directors and its Executive Committee as a non-independent director, while stepping down from the Our People & Culture and Audit Committees, which will be filled by an independent Board member.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:36 AM Accepted by SEC EDGAR 09/17/2026 - 06:35 AM Learn about SEC filing dates

0000075252false00000752522026-09-162026-09-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2026

Accendra Health, Inc.

(Exact name of registrant as specified in its charter)

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Virginia	001-09810	54-1701843
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
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4435 Waterfront Drive, Suite 300, Glen Allen, Virginia	​	23060
(Address of principal executive	​	​
offices)	​	(Zip Code)
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Registrant’s telephone number, including area code (804) 277-4304

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Common Stock, $2 par value per share	​	ACH	​	New York Stock Exchange

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ◻

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 17, 2026, Accendra Health, Inc. (the “Company” or “Accendra Health”) announced that it named Kenneth Gardner-Smith as the Company’s next President and Chief Executive Officer. Mr. Gardner-Smith, who has served on the Company’s Board of Directors since March 2022, is expected to assume the role early in the fourth quarter 2026. He will succeed Edward A. Pesicka, who previously announced his intent to retire in August. Mr. Pesicka will remain in the role of President and CEO until Mr. Gardner-Smith assumes the role, at which point Mr. Pesicka will also retire from the Board of Directors, as previously announced. Mr. Pesicka will continue to serve as an advisor to Mr. Gardner-Smith and the Company’s leadership team to ensure a smooth transition. Mr. Gardner-Smith will continue to serve on the Accendra Health Board of Directors and the Board’s Executive Committee as a non-independent director and will step down from his roles on the Our People & Culture and Audit Committees of the Board. These roles will be filled by an independent Board member.

Biographical information regarding Mr. Gardner-Smith is set forth in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on April 2, 2026 and such information is incorporated by reference herein. Except for the arrangements described in this Current Report on Form 8-K, Mr. Gardner-Smith is not a party to any transaction, and there is no currently proposed transaction with Mr. Gardner-Smith, that is required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Gardner-Smith and any of the Company’s directors or executive officers. Mr. Gardner-Smith is not a party to any arrangement or understanding regarding his selection as an officer.

On September 16, 2026, the Company entered into an offer letter with Mr. Gardner-Smith describing the terms of his employment with Accendra Health (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Gardner-Smith will be entitled to: (i) an annual base salary of $1,000,000 and will be eligible for a target annual cash bonus under the Company’s 2026 Annual Incentive Plan equal to 130% of his base salary, prorated to reflect the period he is employed during the fiscal 2026 year; (ii) participation in the Company’s annual long-term incentive program, with a target grant date fair value for Mr. Gardner-Smith’s annual equity award of $6,000,000, with the 2026 awards to be granted 25% in restricted stock units of the Company, 25% in stock-settled performance share units of the Company (“PSUs”) and 50% in cash-settled PSUs; (iii) a one-time sign-on cash bonus of $650,000, which shall be payable following six months of employment with the Company, subject to repayment in the event Mr. Gardner-Smith voluntarily resigns without Good Reason (as defined in the Executive Change in Control Severance Agreement) within 24 months of his employment commencement date; (iv) a one-time inducement grant of cash-settled stock appreciation rights with a target value of $2,000,000, which have a ten-year term and vest in equal annual installments over three years, first becoming exercisable upon the three-year anniversary of the grant date; and (v) participation in the Company’s group benefit programs. Mr. Gardner-Smith will be covered by the Company’s Officer Severance Policy dated February 27, 2025 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) and will enter into an Executive Change in Control Severance Agreement in substantially the form filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 17, 2026, the Company issued a press release announcing the planned appointment of Mr. Gardner-Smith as President and Chief Executive Officer and Scott Lloyd to role of Chief Commercial Officer of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Matters.

Accendra Health also today named Scott Lloyd to the role of Chief Commercial Officer, effective October 5, 2026. Mr. Lloyd most recently served as Chief Development and Strategy Officer at Evergreen Nephrology. Prior to that, Mr. Lloyd co-founded and built Extrakare LLC, a durable medical equipment company. The Company created the position to bring commercial strategy, sales, and provider and payor partnerships under a single leader, simplifying the commercial structure, instilling greater discipline and accountability, and driving renewed focus on growth as Accendra Health scales as a pure-play home-based care company. Mr. Lloyd will report to the Chief Executive Officer and serve on the executive leadership team.

Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits.

Exhibit Number		Description
10.1	​	Offer Letter, accepted September 16, 2026, between the Company and Kenneth Gardner-Smith.
99.1		Press Release of the Company, dated September 17, 2026 (furnished pursuant to Item 7.01).
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​	​ ACCENDRA HEALTH, INC. ​
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September 17, 2026	​	/s/ Heath H. Galloway
​	​	​	Heath H. Galloway
​	​	​	Executive Vice President, General Counsel and Corporate Secretary

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Exhibit 99.1

Accendra Health Names Kenneth Gardner-Smith as President and Chief Executive Officer to Lead the Company’s Next Chapter of Growth

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Gardner-Smith to Succeed Ed Pesicka Following Previously Announced Retirement

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Company Announces Scott Lloyd as Chief Commercial Officer

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Richmond, VA – September 17, 2026 – Accendra Health, Inc. (NYSE: ACH) (the “Company”) today named Kenneth Gardner-Smith as the Company’s next President and Chief Executive Officer. Gardner-Smith, who has served on the Company’s Board of Directors since March 2022, is expected to assume the role early in the fourth quarter 2026. He will succeed Edward A. Pesicka, who announced his intent to retire in August.

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Gardner-Smith brings deep experience running large-scale patient care operations and guiding transformations. He currently serves as Chief Executive Officer of Veritas Veterinary Partners, a national specialty and emergency veterinary platform, where he spearheaded a strategy reset and executive rebuild that delivered double-digit average quarterly revenue growth and significant margin expansion throughout his tenure since 2024. Prior to that, Gardner-Smith served in a variety of operating roles over 13 years at DaVita, including nine years as a senior P&L owner managing $1.5 billion in operations and most recently as a senior executive, where he supported teams across more than 3,000 facilities in 13 countries.

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Gardner-Smith has been part of the Board’s long-term executive succession planning for several years, having been identified as a potential successor soon after joining the Board. He was selected following a comprehensive search process that considered both internal and external candidates. The Board is confident that Gardner-Smith is the optimal leader to guide Accendra Health into its next chapter. He brings a combination of attributes uniquely well-suited to this moment: the operating experience of an outside healthcare executive, paired with the firsthand knowledge of the Company’s strategy, culture, and people. Gardner-Smith was also involved in the Board’s annual strategic planning process and will leverage his strong track record to execute on key initiatives that accelerate growth in higher-margin categories, enhance operating efficiency, and drive continued investment in the business.

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“We are thrilled to welcome Kenny as Accendra Health’s next President and Chief Executive Officer,” said Mark Beck, Chair of Accendra Health's Board of Directors. “Kenny brings more than 15 years of operating leadership in reimbursement-driven healthcare and deep knowledge of our strategy and operations, making him the Board’s unanimous choice to lead Accendra Health. I look forward to partnering closely with him and the leadership team to build on the steps the Company has taken in the past year and deliver on the significant opportunities ahead.”

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Beck continued, “On behalf of the Board, I want to thank Ed Pesicka for his more than seven years of leadership. Thanks to his efforts, Kenny inherits a strong foundation with enhanced financial flexibility to pursue greater efficiency and growth.”

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“I’m proud to lead Accendra Health as we enter this next chapter,” said Kenneth Gardner-Smith, incoming President and Chief Executive Officer. “Having served on the Board since 2022, I’ve had a front-row seat to Accendra Health’s transformation into a pure-play home-based care company. My priority now is to build on our progress and invest in the business to drive long-term growth and stability, all while keeping patients, providers, and partners at the center of everything we do. I’m confident we have the right strategy to get there, and I'm looking forward to building on Ed's legacy alongside the team.”

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Pesicka will remain in his role of President and CEO until Gardner-Smith assumes the role, at which point he will also retire from the Board of Directors, as previously announced. He will continue to serve as an advisor to Gardner-Smith and the leadership team to ensure a smooth transition. Importantly, the Company expects no disruption to its operations or its ability to serve patients, providers, and partners throughout the transition.

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1

Gardner-Smith will continue to serve on the Accendra Health Board of Directors and the Board’s Executive Committee as a non-independent director and will step down from his roles on the Our People & Culture and Audit Committees.

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Chief Commercial Officer

Accendra Health also today named Scott Lloyd to the role of Chief Commercial Officer, effective October 5, 2026. The Company created the position to bring commercial strategy, sales, and provider and payor partnerships under a single leader, simplifying the commercial structure, instilling greater discipline and accountability, and driving renewed focus on growth as Accendra Health scales as a pure-play home-based care company. Lloyd will report to the Chief Executive Officer and serve on the executive leadership team.

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Lloyd brings more than two decades of experience scaling specialty care platforms and building high-retention provider networks. He co-founded and built Extrakare LLC, a durable medical equipment company, giving him firsthand experience in the home medical equipment market that Accendra Health serves. Lloyd joins Accendra Health from Evergreen Nephrology, a national value-based kidney care platform, where he most recently served as Chief Development and Strategy Officer. He will work closely with Gardner-Smith to pair commercial execution with operating discipline, strengthening the Company's provider and payor relationships.

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Safe Harbor

This release is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the SEC’s Fair Disclosure Regulation. This release contains certain “forward looking” statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the statements in this release regarding our future prospects and performance, including our expectations with respect to our financial performance, our 2026 financial results, our expectations regarding the performance of our business following the completion of the sale of the Products & Healthcare Services business, our cost saving initiatives, future indebtedness and growth, industry trends, as well as statements related to our expectations regarding the performance of our business, including our ability to address macro and market conditions. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Investors should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, including the section captioned “Item 1A. Risk Factors,” as applicable, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings are available at www.accendrahealth.com. Given these risks and uncertainties, the Company can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. The Company specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

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About Accendra Health

Accendra Health, Inc. (NYSE: ACH) is a leading nationwide provider of products, technology, and services that support health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex health conditions. Backed by the industry-leading expertise of our Apria and Byram brands, Accendra Health is reimagining the future of home-based care. To learn more about our broad portfolio of essentials for diabetes, sleep health, wound care, respiratory care, urology, and ostomy, visit www.accendrahealth.com.

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ACH-CORP

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ACH-IR

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Contacts

Investors
Will Parrish
Vice President, Strategy, Corporate Development, & Investor Relations
Investor.Relations@accendra.com

2

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Media
Darla Turner
media@accendra.com

3

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 16.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 13.4 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 19.7 KB
• EX-101 EX-101.PRE 10.8 KB