Audit chair Julia Yu exits Phoenix Motor (PEVM) Board role

Rhea-AI Filing Summary

Phoenix Motor Inc. reported that independent director Julia Yu resigned from its Board of Directors, effective February 16, 2026. The company states her resignation was not due to any disagreement regarding operations, policies, or practices.

Ms. Yu chaired the audit committee and also served on the compensation and nominating and governance committees. Phoenix Motor is conducting a search for a new qualified independent director to fill the vacancy on the Board.

Insights

Corporate governance analyst

Audit committee chair resigns without reported dispute.

The departure of Julia Yu removes the audit committee chair and a member of two other key Board committees at Phoenix Motor Inc.. The company states there was no disagreement over operations, policies, or practices, which limits immediate governance concern.

The vacancy requires appointing a new independent director who can assume audit committee responsibilities, which are central to financial reporting oversight. Subsequent disclosures may identify the new director and any changes to committee composition.

false 0001879848 0001879848 2026-02-16 2026-02-16 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): February 16, 2026

Phoenix Motor Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41414		85-4319789
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1500 Lakeview Loop Anaheim, CA		92807
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (909) 987-0815

N/A

(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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under 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 $0.0004 per share		PEVM		OTC Markets Group Inc.

☒ 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).

☐ 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 February 16, 2026, Julia Yu, an independent director of Phoenix Motor Inc. (the “Company”), notified the Chairman of the Board of Directors of the Company (the “Board”) of her resignation from the Board, effective immediately. Ms. Yu’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Ms. Yu served as the Chair of the Board’s audit committee and as a member of the Board’s compensation committee and nominating and governance committee.

The Company thanks Ms. Yu for her contributions and wishes her well in her future endeavors.

The Company is actively conducting a search for a qualified independent director to fill the vacancy created by Ms. Yu’s resignation.

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.

Dated: February 20, 2026	PHOENIX MOTOR INC.
	By:	/s/Xiaofeng Denton Peng
	Name:	Xiaofeng Denton Peng
	Title:	Chief Executive Officer

FAQ

What director change did Phoenix Motor Inc. (PEVM) disclose?

Phoenix Motor Inc. disclosed that independent director Julia Yu resigned from its Board of Directors, effective February 16, 2026. She also left her roles on the audit, compensation, and nominating and governance committees, creating a vacancy the company plans to fill with another independent director.

Did Julia Yu resign from Phoenix Motor Inc. due to a disagreement?

Phoenix Motor Inc. states that Julia Yu’s resignation was not the result of any disagreement with the company on operations, policies, or practices. This language indicates an orderly departure, rather than a dispute over financial reporting, governance, or strategic decisions at the company.

What Board roles did Julia Yu hold at Phoenix Motor Inc. (PEVM)?

Julia Yu served as Chair of Phoenix Motor Inc.’s audit committee and was a member of the compensation committee and the nominating and governance committee. Her resignation affects multiple Board committees and requires the company to reassign these oversight responsibilities to another independent director.

How is Phoenix Motor Inc. responding to the Board vacancy from Julia Yu’s resignation?

Phoenix Motor Inc. reports it is actively conducting a search for a qualified independent director to fill the vacancy created by Julia Yu’s resignation. The new appointee is expected to join the Board and assume committee responsibilities previously handled by Ms. Yu, including audit oversight.

When did Phoenix Motor Inc. say Julia Yu’s resignation became effective?

Phoenix Motor Inc. stated that Julia Yu notified the Board’s Chairman of her resignation on February 16, 2026, and that the resignation was effective immediately on that date. This means her committee and Board responsibilities ended as of February 16, 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB