Kirklands SEC Filings

On July 1, 2025, Kirkland's, Inc. (NASDAQ: KIRK) filed an Item 5.02 Form 8-K announcing a planned change in its senior leadership. Effective July 21, 2025, Andrea K. Courtois will become Senior Vice President and Chief Financial Officer, succeeding W. Michael Madden, who is resigning from the CFO post the same day after serving as Executive Vice President and CFO. Mr. Madden will remain an employee until August 15, 2025 to assist with the transition and will receive severance equal to his $400,000 annual base salary through December 31, 2025.

The company states that Madden’s departure is not related to any operational or accounting disagreements. Courtois brings more than two decades of specialty-retail finance experience, most recently as Vice President of FP&A at Francesca’s, and has held senior planning roles at Ann Taylor, JPMorgan Chase (Home Lending), and La Senza. Her compensation package includes: (a) base salary of $325,000, (b) annual bonus opportunity targeted at 60% of salary, (c) long-term incentive eligibility at 60% of salary, (d) 90 days of temporary housing, (e) up to $30,000 relocation reimbursement plus a $35,000 relocation bonus, and (f) participation in standard senior-executive benefit plans.

The filing includes the Separation Agreement with Madden (Exhibit 10.1) and the press release detailing the leadership change (Exhibit 99.1). No related-party transactions or special arrangements influenced Courtois’s selection.

Barclays Bank PLC is offering Global Medium-Term Notes, Series A, maturing 5 August 2030, that are linked to the price performance of the S&P 500® Index (SPX). The notes are unsecured, unsubordinated obligations of the issuer and are subject to the U.K. bail-in regime.

Key economic terms

• Denomination: minimum US$1,000 and integral multiples thereof
• Initial Valuation Date: 31 Jul 2025  |  Issue Date: 5 Aug 2025
• Final Valuation Date: 31 Jul 2030  |  Maturity Date: 5 Aug 2030
• Payment at maturity:
• If Final Value ≥ Initial Value: US$1,000 + (US$1,000 × min[Reference Asset Return, Maximum Return 43.00%])  → capped maximum payment of US$1,430 per note
• If Final Value < Initial Value: principal returned (US$1,000 per note)
• No periodic coupons and no interim redemption
• Calculation Agent: Barclays Bank PLC
• CUSIP/ISIN: 06746CFN4 / US06746CFN48

Pricing and fees

• Initial Issue Price: 100.00% of principal
• Agent’s commission: up to 0.925% (US$9.25 per US$1,000)
• Issuer’s estimated value on the pricing date: US$889.60–US$969.60, below the issue price, reflecting structuring and hedging costs.

Risk highlights

• Credit risk: repayment depends solely on Barclays Bank PLC; neither FDIC nor FSCS insured.
• Bail-in risk: holders expressly consent to potential write-down/conversion under U.K. Bail-in Power.
• Limited upside: returns capped at 43%; investors do not receive S&P 500 dividends.
• Liquidity risk: notes will not be listed; secondary market making is discretionary.
• Tax complexity: issuer expects to treat the notes as contingent payment debt instruments (CPDIs); investors must accrue taxable interest annually.

Illustrative payoff

• Index rises 10% → payment US$1,100 (10% return)
• Index rises 50% → payment capped at US$1,430 (43% return)
• Index falls any amount → payment US$1,000 (0% return)

The product suits investors seeking principal protection with capped equity upside, willing to accept Barclays credit and bail-in risks, forego interim income, and hold to maturity. It is not appropriate for investors requiring uncapped equity exposure, periodic coupons, or active secondary market liquidity.

The preliminary Schedule 14A for Kirkland’s, Inc. ("KIRK") sets the agenda for the 2025 Annual Meeting, scheduled for July 24, 2025 at company headquarters in Brentwood, TN. Shareholders of record as of May 22, 2025 are entitled to vote.

Main proposals to be decided include: (1) Declassification of the Board, moving from staggered terms to annual elections; (2) election of directors—either five directors for one-year terms if Proposal 1 passes, or a Class-based slate if it fails; (3) an increase in shares available under the 2002 Equity Incentive Plan; (4) an amendment to change the corporate name to “The Brand House Collective, Inc.”; (5) an advisory vote on executive compensation; and (6) ratification of Ernst & Young LLP as independent auditor for FY 2025 (fiscal year ending January 31, 2026).

The Board recommends approval of all items. Declassifying the Board is intended to enhance accountability and aligns with prevailing corporate-governance best practices. Expanding the equity plan provides additional capacity to issue stock-based awards but could impose incremental dilution on existing shareholders. The proposed rebrand signals a broader merchandising strategy beyond home décor. No financial performance metrics are included in this filing; investors should consult the 2024 Annual Report, available online, for operating results and risk disclosures.