[8-K] INTELLINETICS, INC. Reports Material Event

Intellinetics, Inc. announced that Chief Executive Officer and President James DeSocio plans to retire and will resign as CEO, President, and Director effective February 27, 2026.

Rhea-AI Filing Summary

Intellinetics, Inc. announced that Chief Executive Officer and President James DeSocio plans to retire and will resign as CEO, President, and Director effective February 27, 2026. The company states that his resignation is not the result of any disagreement with the company.

Under a forthcoming Separation Agreement, Mr. DeSocio will receive severance equal to six months of salary, all of his unvested restricted stock awards will fully vest, and he will have an extended period to exercise his stock options through December 31, 2026. As of his departure date, the size of the Board of Directors will be reduced from six to five members. The company has issued a press release describing his retirement and plans to file the full Separation Agreement with its Form 10-K for the year ended December 31, 2025.

Insights

Corporate governance and compensation analyst

Intellinetics discloses an orderly CEO retirement with standard severance and equity terms.

The company reports that CEO and President James DeSocio will retire and resign his executive and board roles effective February 27, 2026. The filing explicitly notes that his resignation is not due to any disagreement with the company, which points to a planned transition rather than a dispute-driven departure.

The Separation Agreement provides severance equal to six months of salary, acceleration of all unvested restricted stock awards, and an extension to exercise stock options until December 31, 2026. These terms are consistent with typical executive exit packages, especially for a retiring CEO, and shift some compensation into equity while clarifying timing on option exercise.

Effective on his departure date, the board will shrink from six to five directors, slightly concentrating governance responsibilities. Investors may look to future disclosures, including the upcoming Form 10-K that will attach the full Separation Agreement and any subsequent announcements on leadership succession, for more detail on the long-term management and board structure.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

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

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Accepted by SEC EDGAR 01/27/2026 - 04:05 PM Learn about SEC filing dates

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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): January 21, 2026

INTELLINETICS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		001-41495		87-0613716
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S Employer Identification No.)

2190 Dividend Dr., Columbus, Ohio		43228
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (614) 388-8908

Intellinetics, Inc.

(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 (see General Instruction A.2. below):

	☐	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, $0.001 par value		INLX		NYSE American

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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. ☐

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

On January 21, 2026, James DeSocio, Chief Executive Officer of Intellinetics, Inc., a Nevada corporation (the “Company”), notified the Company that he will retire and resign his offices of President, Chief Executive Officer, and Director of the Company, effective as of February 27, 2026. Mr. DeSocio advised the Company that his resignation was not as a result of any disagreement with the Company.

Mr. DeSocio and the Company will enter into a Separation Agreement, pursuant to which Mr. DeSocio will receive severance equal to six-months’ salary, acceleration of all unvested restricted stock awards, and an extension to permit him to exercise his stock options prior to December 31, 2026.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 7.01 Regulation FD Disclosure.

Effective as of February 27, 2026, the size of the Board will be reduced from six to five directors.

In addition, on January 27, 2026, the Company issued a press release announcing the retirement and resignation of Mr. DeSocio, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Name of Exhibit
99.1		Press release issued by Intellinetics, Inc., on January 27, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	INTELLINETICS, INC.
	By:	/s/ James F. DeSocio
		James F. DeSocio
		President and Chief Executive Officer
Dated: January 27, 2026