Jewett-Cameron adds new director and reshapes board

Jewett-Cameron Trading Company Ltd. appointed Scott Kotarba to its Board of Directors effective August 10, 2026, filling the vacancy created by Ian Wendler’s retirement on July 31, 2026.

Rhea-AI Filing Summary

Jewett-Cameron Trading Company Ltd. appointed Scott Kotarba to its Board of Directors effective August 10, 2026, filling the vacancy created by Ian Wendler’s retirement on July 31, 2026. Kotarba is Managing Member of Kotarba Partners & Co., with a background in investment banking and private equity, and has consulted for the company since April 2026.

As a director, he will receive $12,000 annually and 25 restricted shares of common stock per quarter under the Directors Compensation Policy. The company states his prior consulting compensation did not exceed $120,000. Independent Director Subriana Pierce was appointed to the Audit Committee effective August 7, 2026, giving the committee three independent directors, as required by NASDAQ Rule 5605-3. The Board now has five members, three of whom are independent directors.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Annual director cash compensation: $12,000 annually Quarterly restricted shares: 25 restricted shares per quarter Consulting compensation cap: $120,000 +5 more

8 metrics

Annual director cash compensation $12,000 annually Cash compensation for Scott Kotarba’s service as a Board Member

Quarterly restricted shares 25 restricted shares per quarter Equity compensation to Scott Kotarba under Directors Compensation Policy

Consulting compensation cap $120,000 Kotarba’s consulting compensation did not involve amounts in excess of this figure

Audit Committee independent members 3 independent directors Audit Committee composition effective August 7, 2026 under NASDAQ Rule 5605-3

Board size 5 members Total Board of Directors after Kotarba’s appointment, with three independent directors

Effective date of board appointment August 10, 2026 Effective date of Scott Kotarba’s appointment to the Board

Audit Committee appointment date August 7, 2026 Effective date of Independent Director Subriana Pierce’s appointment to the Audit Committee

Director vacancy date July 31, 2026 Date of Ian Wendler’s retirement creating the Board vacancy

Key Terms

Independent Director, Audit Committee, NASDAQ Rule 5605-3, Chartered Financial Analyst, +1 more

5 terms

Independent Director regulatory

"Independent Director Subriana Pierce has been appointed to the Audit Committee"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee regulatory

"Independent Director Subriana Pierce has been appointed to the Audit Committee effective August 7, 2026"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

NASDAQ Rule 5605-3 regulatory

"three independent directors as required by NASDAQ Rule 5605-3"

Chartered Financial Analyst financial

"Mr. Kotarba is a Chartered Financial Analyst® and received his Bachelor"

A Chartered Financial Analyst (CFA) is a professional credential awarded to people who pass a series of demanding exams and meet work and ethical requirements in investments and financial analysis. For investors, a CFA serves like a certified mechanic for money — a signal that the adviser or manager has tested knowledge, a disciplined approach, and an ethical commitment, which can make investment advice and portfolio decisions more trustworthy.

restricted shares financial

"will receive $12,000 annually and 25 restricted shares of the Company’s common stock per quarter"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

FAQ

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

What board change did Jewett-Cameron (JCTC) disclose on August 10, 2026?

Jewett-Cameron appointed Scott Kotarba to its Board of Directors effective August 10, 2026, filling the vacancy created by Ian Wendler’s retirement on July 31, 2026. He brings investment banking and private equity experience.

What compensation will new director Scott Kotarba receive at Jewett-Cameron (JCTC)?

Scott Kotarba will receive $12,000 annually plus 25 restricted shares of Jewett-Cameron common stock per quarter, in line with the company’s Directors Compensation Policy. His earlier consulting compensation did not exceed $120,000.

What is Scott Kotarba’s background as described by Jewett-Cameron (JCTC)?

Scott Kotarba is Managing Member of Kotarba Partners & Co. and previously worked in investment banking at Bank of America Merrill Lynch and as a principal investor at firms including Genstar Capital and Broadreach Capital. He is a Chartered Financial Analyst charterholder.

How did Jewett-Cameron (JCTC) change its Audit Committee composition?

Independent Director Subriana Pierce was appointed to the Audit Committee effective August 7, 2026. The Audit Committee now consists of three independent directors, aligning with NASDAQ Rule 5605-3 requirements for independence.

How many independent directors does Jewett-Cameron’s (JCTC) board currently have?

Jewett-Cameron’s Board of Directors currently has five members, of whom three are Independent Directors. With Scott Kotarba joining as a non-independent director, the board maintains a majority of independent members.

Since when has Scott Kotarba been involved with Jewett-Cameron (JCTC)?

Scott Kotarba has been a consultant to Jewett-Cameron since April 2026, providing strategic and financial advisory services. The company states his consulting compensation did not involve amounts in excess of $120,000.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/10/2026 - 04:10 PM EDT Learn about SEC filing dates

false 0000885307 0000885307 2026-08-10 2026-08-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 10, 2026

JEWETT-CAMERON TRADING COMPANY LTD.
(Exact name of registrant as specified in its charter)

A1BRITISH COLUMBIA	000-19954	00-0000000
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

32275 N.W. Hillcrest, North Plains, OR 97133
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (503) 647-0110

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 (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, no par value		JCTC		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

The Company has appointed Scott Kotarba to fill the vacancy on the Board of Directors as a result of Ian Wendler’s retirement on July 31, 2026. Mr. Kotarba’s appointment is effective August 10, 2026.

Mr. Kotarba is the Managing Member of Kotarba Partners & Co. (KPC), a long-term focused investment firm. At KPC, he is responsible for the capital investment program and also manages the investor relationships. During his private equity career, he has served as a principal investor with a focus on corporate buyouts, real estate acquisitions and public equity investments. Mr. Kotarba began his career as an investment banking analyst at Bank of America Merrill Lynch (BAML) where he specialized in mergers, acquisitions and capital raising for global corporations in the healthcare, media and telecommunications industries. After BAML, Mr. Kotarba was a principal investor for leading private equity firms including Genstar Capital and Broadreach Capital. Mr. Kotarba is a Chartered Financial Analyst® and received his Bachelor of Finance in Business Administration from James Madison University. 

Mr. Kotarba has been a consultant with the Company since April 2026 and provides strategic and financial advisory services to the Company. The compensation received by Mr. Kotarba for his services under the consulting arrangement does not involve amounts in excess of $120,000. For his services as a Board Member, Mr. Kotarba will receive $12,000 annually and 25 restricted shares of the Company’s common stock per quarter in accordance with the Company’s Directors Compensation Policy.

Appointment of Independent Director to the Audit Committee

Independent Director Subriana Pierce has been appointed to the Audit Committee effective August 7, 2026, which currently consists of three independent directors as required by NASDAQ Rule 5605-3. With Mr. Kotarba’s appointment to the Board as a non-Independent Director, the Company’s Board of Directors currently consists of five members, three of whom are Independent Directors.

This Current Report is being filed pursuant to Item 5.02(d) of Form 8-K.

Item 9.01. Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

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

				JEWETT-CAMERON TRADING COMPANY LTD.
Date: August 10, 2026				By:		/s/ “Chad Summers”
				Name:		Chad Summers
				Title:		President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.3 KB
• EX-101 XBRL DEFINITION FILE 2.8 KB
• EX-101 XBRL LABEL FILE 51.4 KB
• EX-101 XBRL PRESENTATION FILE 34.5 KB