[8-K] NextPlat Corp Warrants Reports Material Event

Rhea-AI Filing Summary

NextPlat Corp reported that on September 3, 2025 its Board appointed Rodney Barreto as Chairman and David Phipps as Chief Executive Officer, converting each from their interim roles following the May 2025 death of former Executive Chairman and CEO Charles M. Fernandez. Mr. Barreto had served as Interim Chairman and Mr. Phipps had served as Interim Chief Executive Officer since May.

The company states that Mr. Phipps’s existing employment agreement remains unchanged at the time of his permanent appointment. The company issued a press release on September 9, 2025 announcing the appointments and filed that release as Exhibit 99.1 to this Current Report.

Positive

• Leadership continuity: Interim Chairman Rodney Barreto and Interim CEO David Phipps were appointed to permanent roles, reducing succession uncertainty
• No change to employment agreement: The company disclosed that Mr. Phipps's existing employment agreement remains unchanged upon his appointment
• Timely disclosure: Company issued a press release on September 9, 2025 and filed it as Exhibit 99.1

Negative

• Founder/previous CEO deceased: The filing confirms the May 2025 passing of former Executive Chairman and CEO Charles M. Fernandez, a material event for corporate leadership
• Limited detail: Filing does not disclose any strategic plans, compensation specifics, or governance changes beyond the appointments

Insights

Corporate Governance Expert

TL;DR: Board formalized leadership to restore governance stability after the CEO's passing.

The Board's decision to convert interim roles to permanent positions signals a move to re-establish a stable governance structure. Appointing an internal interim as permanent CEO and Chairman typically reduces short-term transition risk because both appointees already held responsibility and institutional knowledge. Notably, the filing discloses no change to Mr. Phipps's employment agreement, which suggests continuity in compensation and authority while the company assesses longer-term leadership needs. The filing is concise and limited to appointments and a press release exhibit.

Securities Analyst

TL;DR: Operational continuity likely, but limited financial detail leaves investor impact unclear.

From a market perspective, formalizing leadership reduces uncertainty about executive succession, which can be viewed positively. However, the Form 8-K provides no financial metrics, strategic guidance changes, or material contracts tied to the appointments. The absence of amendments to the CEO's employment agreement is important as it indicates no immediate material compensation changes were disclosed. Overall, the filing is procedural and informative but lacks material financial detail.

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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): September 3, 2025

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-40447		65-0783722
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

400 Ansin Blvd, Suite A

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from 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-14(c)).

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. ☐

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 $0.0001		NXPL		The Nasdaq Stock Market, Inc.
Warrants		NXPLW		The Nasdaq Stock Market, Inc.

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

Appointment of Chairman of the Board of Directors

On September 3, 2025, the Board of Directors (the “Board”) appointed Rodney Barreto, the Company’s current Interim Chairman, as Chairman of the Board. Mr. Barreto has served as Interim Chairman since May following the passing of Charles M. Fernandez, our late Executive Chairman and CEO, in May 2025.

Appointment of Chief Executive Officer

On September 3, 2025, the Board appointed David Phipps, the Company’s current Interim Chief Executive Officer, as Chief Executive Officer. Mr. Phipps has served as Interim Chief Executive Officer since May following the passing of Charles M. Fernandez, our late Executive Chairman and CEO, in May 2025.

As of the date of this report, the Company has not made any changes to Mr. Phipps’s existing employment agreement in connection with his appointment as Chief Executive Officer.

There are no arrangements or understandings between Mr. Phipps and any other persons pursuant to Mr. Phipps was selected as an officer of the Company, Mr. Phipps has no family relationships with any of the Company’s directors or executive officers, and Mr. Phipps is not a party to and does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Item 8.01. Other Events

On September 9, 2025, the Company issued a press release announcing the appointments of Messrs. Barreto and Phipps to their respective positions as Chairman and Chief Executive Officer on a permanent basis.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	NEXTPLAT CORP.
	By:	/s/ David Phipps
	Name:	David Phipps
	Title:	Chief Executive Officer
Dated: September 9, 2025

FAQ

Who did NextPlat (NXPLW) appoint as Chairman and CEO?

The Board appointed Rodney Barreto as Chairman and David Phipps as Chief Executive Officer, each on September 3, 2025.

When did NextPlat announce these appointments?

The appointments were made on September 3, 2025 and a press release was issued on September 9, 2025 and filed as Exhibit 99.1.

Did NextPlat change David Phipps's employment agreement when naming him CEO?

No. The company stated that as of the date of the report it has not made any changes to Mr. Phipps’s existing employment agreement.

Why were interim executives serving at NextPlat before these appointments?

Both Mr. Barreto and Mr. Phipps had served in interim roles since May 2025 following the passing of former Executive Chairman and CEO Charles M. Fernandez.

Is there any disclosed related-party transaction or family relationship for the new CEO?

The company disclosed that Mr. Phipps has no family relationships with company directors or executive officers and is not party to transactions requiring disclosure under Item 404(a).