Daily Journal Corporation (NASDAQ: DJCO) adds independent Nominating Committee to its board

Rhea-AI Filing Summary

Daily Journal Corporation reported that its Board of Directors has created a new Nominating Committee and approved a charter to govern it. This committee will oversee board nomination matters.

The Nominating Committee consists solely of independent directors Mary Conlin, John Frank, and Rasool Rayani, with Mr. Rayani serving as Chair. The Board also maintains two other standing committees, the Audit Committee and the Compensation Committee, both composed of the same three directors, with Ms. Conlin serving as Chair of each. The Board determined that all Nominating Committee members meet the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Listing Rules, and the Nominating Committee Charter is filed as an exhibit.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 4, 2026

DAILY JOURNAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

South Carolina

(State or Other Jurisdiction of Incorporation)

0-14665	95-4133299
(Commission File Number)	(IRS Employer Identification No.)
915 E. First Street
Los Angeles, CA	90012
(Address of Principal Executive Offices)	(Zip Code)

(213) 229-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

☐ Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		DJCO		The Nasdaq Stock Market LLC

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

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. ☐

Item 8.01         Other Events.

Establishment of Nominating Committee

On February 4, 2026, the Board of Directors (the “Board”) of Daily Journal Corporation (the “Company”) established a Nominating Committee of the Board and adopted a charter to govern the committee.

The Nominating Committee is composed solely of independent directors Mary Conlin, John Frank, and Rasool Rayani, with Mr. Rayani serving as Chair of the Nominating Committee. The Board currently maintains two other standing committees, the Audit Committee and the Compensation Committee, each of which is composed of Messrs. Frank and Rayani and Ms. Conlin. Ms. Conlin serves as Chair of both the Audit Committee and the Compensation Committee.

The Board has determined that each member of the Nominating Committee satisfies the “independence” requirements set forth in Rule 5605(a)(2) of the Nasdaq Stock Market Listing Rules.

A copy of the Company’s Nominating Committee Charter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Nominating Committee Charter of Daily Journal Corporation
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

[SIGNATURE PAGE FOLLOWS]

SIGNATURES

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 hereunto duly authorized.

	DAILY JOURNAL CORPORATION
Dated: February 5, 2026	By: /s/ Erik Nakamura
	Erik Nakamura   Chief Financial Officer

FAQ

What governance change did Daily Journal Corporation (DJCO) report in this 8-K?

Daily Journal Corporation reported that its Board established a new Nominating Committee and adopted a charter governing that committee. This formalizes how director nominations are handled and adds a third standing Board committee alongside the existing Audit and Compensation Committees.

Who serves on Daily Journal Corporation’s new Nominating Committee?

The Nominating Committee is composed of independent directors Mary Conlin, John Frank, and Rasool Rayani. Mr. Rayani serves as Chair of the committee. The same three directors also serve on the company’s Audit Committee and Compensation Committee, with Ms. Conlin chairing both.

Are Daily Journal Corporation’s Nominating Committee members independent under Nasdaq rules?

Yes. The Board determined that each member of the Nominating Committee satisfies the independence requirements in Rule 5605(a)(2) of the Nasdaq Stock Market Listing Rules. This means the company is aligning its board nomination oversight with Nasdaq’s defined standards for director independence.

What other standing Board committees does Daily Journal Corporation have?

In addition to the new Nominating Committee, the Board maintains an Audit Committee and a Compensation Committee. Each is composed of directors John Frank, Rasool Rayani, and Mary Conlin, with Ms. Conlin serving as Chair of both the Audit Committee and the Compensation Committee.

Where can investors find Daily Journal Corporation’s Nominating Committee Charter?

The Nominating Committee Charter is filed as Exhibit 99.1 to this report and incorporated by reference. Investors can review this exhibit to understand the committee’s responsibilities, structure, and operating guidelines as formally adopted by the Board of Directors.

What exhibits were included with Daily Journal Corporation’s 8-K on the Nominating Committee?

The filing includes Exhibit 99.1, the Nominating Committee Charter of Daily Journal Corporation, and Exhibit 104, the cover page interactive data file formatted as inline XBRL and contained in Exhibit 101, supporting digital reporting requirements.