[8-K] Purple Innovation, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 7, 2025, Purple Innovation, Inc. amended two executive compensation arrangements. The company executed an amendment to Robert T. DeMartini’s Amended and Restated Employment Agreement to revise the definition of a change in control. On the same date the Board approved an amendment to the form Restricted Share Unit (RSU) Agreement for selected senior leaders that provides 100% vesting of each participant’s RSUs if the company terminates the participant’s employment without cause and likewise revises the change-in-control definition.

The filings incorporate the full amendment texts as Exhibits 10.1 and 10.2 and include the Inline XBRL cover page as Exhibit 104. Named officers referenced include Todd Vogensen, John J. Roddy, and Eric S. Haynor. The summaries reported here are qualified in their entirety by the filed exhibits.

Positive

• Company disclosed executed amendments and filed the full texts as Exhibits 10.1, 10.2, and 104
• RSU amendment clarifies that affected participants receive 100% vesting upon termination without cause, providing clear contractual terms
• Board approval for the RSU amendment was unanimous, indicating internal governance support

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Company updated executive contract language and RSU treatment, clarifying change-in-control terms and accelerating equity vesting on termination.

The amendments document a formal change to how the company defines a change in control in both an employment agreement and the RSU form, which can alter the trigger conditions for executive protections. The RSU amendment also establishes 100% vesting upon termination without cause, a contractual acceleration that strengthens severance protections for affected officers. The filing references full texts as Exhibits 10.1 and 10.2, limiting external analysis until those exhibits are reviewed for precise mechanics and thresholds.

Compensation Specialist

TL;DR: RSU vesting acceleration and changed change-in-control definitions increase potential executive payouts and merit review for expense and retention effects.

The RSU amendment explicitly provides that 100% of participants’ RSUs will vest if the company terminates employment without cause, which creates an immediate contractual payout pathway for senior leaders named in the 10-K disclosure. This is a material design feature of executive compensation that can affect accounting expense timing and retention incentives. However, the filing here gives only the amendment summary; the exact vesting mechanics, timeframes, and any forfeiture conditions require inspection of Exhibit 10.2 for full assessment.

false 0001643953 0001643953 2025-08-07 2025-08-07 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 7, 2025

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-37523		47-4078206
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4100 North Chapel Ridge Rd., Suite 200
Lehi, Utah		84048
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 756-2600

N/A

(Former name or former address, if changed since last report)

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

☐ Written communication 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-commencements 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
Class A Common Stock, par value $0.0001 per share		PRPL		The NASDAQ Stock Market LLC

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. ☐

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Amendment to Robert DeMartini Employment Agreement

On August 7, 2025, Purple Innovation, Inc. (the “Company”) entered into an Amendment to Amended and Restated Employment Agreement by and between the Company and Robert T. DeMartini (the “Employment Agreement Amendment”). The Employment Agreement Amendment amends the original agreement to revise the definition of a “change in control.” The foregoing summary of the Amendment to DeMartini Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.

Amendment to RSU Agreement

As previously reported in the Company’s 10-K filed on March 14, 2025, on March 12, 2025, the Board of the Directors of the Company unanimously approved special incentive bonus equity grants to certain members of the Company’s senior leadership team, including, among others, Todd Vogensen, Chief Financial Officer, John J. Roddy, Chief Human Resources Officer, and Eric S. Haynor, Chief Operating Officer. On August 7, 2025, the Board unanimously approved an Amendment to the Restricted Share Unit Agreement (the “RSU Amendment”) to (i) provide that 100% of each participant’s RSUs will vest upon the Company’s termination of the participant’s employment without cause and (ii) revise the definition of a “change in control.” The foregoing summary of the RSU Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Amendment, a copy of the form of which is filed as Exhibit 10.2 and incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is filed herewith:

Exhibit No.		Description
10.1		Amendment to Amended and Restated Employment Agreement dated August 7, 2025, between Purple Innovation, Inc. and Robert DeMartini
10.2		Form of Amendment to the Restricted Share Unit Agreement dated August 7, 2025, between Purple Innovation, Inc. and certain officers of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

Dated: August 12, 2025	PURPLE INNOVATION, INC.
	By:	/s/ Todd Vogensen
		Todd Vogensen
		Chief Financial Officer

2

FAQ

What did Purple Innovation (PRPL) announce in this 8-K?

The company announced amendments dated August 7, 2025 to Robert T. DeMartini’s employment agreement and to the form RSU agreement for certain officers, revising change-in-control language and RSU vesting terms.

Which executives are identified as affected by the RSU amendment?

The RSU amendment applies to certain senior leaders, including Todd Vogensen (CFO), John J. Roddy (CHRO), and Eric S. Haynor (COO).

What is the key change to the RSU agreement?

The RSU amendment provides that 100% of each participant’s RSUs will vest if the company terminates the participant’s employment without cause.

Did Purple Innovation file the full amendment documents?

Yes. The company filed the Amendment to the Employment Agreement as Exhibit 10.1, the Form of RSU Amendment as Exhibit 10.2, and the Inline XBRL cover page as Exhibit 104.

When were the RSU grants originally approved?

As reported in the company’s Form 10-K filed March 14, 2025, the Board approved special incentive RSU grants on March 12, 2025.