POOL elects John E. Stokely lead independent director

Additional fees for the Executive Chair and lead independent director roles ceased on October 28, 2026.

Available on EDGAR 11/02/2026 - 04:07 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

POOL Corporation’s Board elected John E. Stokely to serve again as lead independent director effective October 28, 2026, after determining that he qualifies as an independent director under applicable Nasdaq listing standards. Mr. Stokely ceased serving as Executive Chair but continued as Chair of the Board. David G. Whalen ceased serving as lead independent director and will continue as Chair of the Nominating and Corporate Governance Committee. The additional fees payable to Messrs. Stokely and Whalen for their respective roles as Executive Chair and lead independent director ceased on October 28, 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

lead independent director, Executive Chair, Nasdaq listing standards, Nominating and Corporate Governance Committee

4 terms

lead independent director technical

"serve as lead independent director of the Board"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

Executive Chair technical

"ceased serving as Executive Chair"

An executive chair is the board chairperson who also takes an active, hands-on role in company management, typically working closely with the CEO and senior team to shape strategy and major decisions. For investors it matters because this blend of oversight and operational power can accelerate strategic moves and provide steady leadership—like a coach who also calls plays—but it can also concentrate authority and create governance or succession risks if too much depends on one person.

Nasdaq listing standards regulatory

"qualifies as an independent director under the applicable Nasdaq listing standards"

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

Nominating and Corporate Governance Committee technical

"Chair of the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

FAQ

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

Who became POOL’s lead independent director?

John E. Stokely was elected lead independent director effective October 28, 2026, after the Board determined that he qualifies as an independent director under applicable Nasdaq listing standards. He continued as Chair of the Board and ceased serving as Executive Chair.

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

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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) October 28, 2026

______________

POOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		0-26640	36-3943363
(State or other jurisdiction of		(Commission File Number)	(IRS Employer
incorporation or organization)			Identification No.)
109 Northpark Boulevard,
Covington,	Louisiana		70433-5001
(Address of principal executive offices)			(Zip Code)

(985) 892-5521

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ 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, par value $0.001 per share	POOL	Nasdaq Global Select Market

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. o

Item 8.01 Other Events

As previously disclosed in a Current Report on Form 8-K filed by Pool Corporation (the “Company”) on May 4, 2026, in connection with the appointment of a new Chief Executive Officer, John E. Stokely was appointed Executive Chair on an interim basis and David G. Whalen began serving as lead independent director. On October 28, 2026, following a determination by the Board of Directors that Mr. Stokely qualifies as an independent director under the applicable Nasdaq listing standards, the Board of Directors elected Mr. Stokely to once again serve as lead independent director of the Board. At that time, Mr. Stokely ceased serving as Executive Chair but continued to serve as Chair of the Board. In connection with Mr. Stokely’s return to this role, Mr. Whalen ceased serving as lead independent director but will continue to serve as Chair of the Nominating and Corporate Governance Committee. Effective October 28, 2026, the additional fees payable to Messrs. Stokely and Whalen for serving as Executive Chair and lead independent director, respectively, ceased.

SIGNATURE

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.

			POOL CORPORATION
			By:	/s/ Melanie M. Hart
				Melanie M. Hart
				Senior Vice President and Chief Financial Officer

Dated: November 2, 2026

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