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Purple Innovation (NASDAQ: PRPL) OKs reverse split and adds $1M CEO bonus

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Purple Innovation, Inc. reported results from a special meeting of stockholders and changes to its chief executive officer’s compensation. Stockholders approved a reverse stock split and a possible adjournment of the meeting, each receiving substantially more votes for than against.

The board and CEO Robert T. DeMartini agreed to amend his employment agreement. He is now eligible for an incremental cash bonus of $1,000,000, vesting 10% on October 31, 2026, 20% on February 28, 2027, and 70% on June 30, 2027, subject to continued employment and conditions. In the event of a qualifying retirement, his unvested time-based RSUs may continue to vest for an additional 12 months and his outstanding PSUs may vest on a pro‑rata basis depending on performance.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split votes for 88,192,268 votes Stockholder approval of Reverse Stock Split proposal
Reverse split votes against 3,151,908 votes Stockholder opposition to Reverse Stock Split proposal
Adjournment votes for 86,887,126 votes Stockholder approval of Adjournment proposal
Incremental CEO cash bonus $1,000,000 Aggregate potential bonus under amended employment agreement
Bonus vesting first tranche 10% Vesting on October 31, 2026, subject to continued employment
Bonus vesting second tranche 20% Vesting on February 28, 2027, subject to continued employment
Bonus vesting final tranche 70% Vesting on June 30, 2027, subject to continued employment
Reverse Stock Split financial
"Approval of Reverse Stock Split | | | 88,192,268 | | | | 3,151,908"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Special Meeting regulatory
"proposals were approved by the Company’s stockholders at the Special Meeting"
A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.
restricted stock units financial
"all of Mr. DeMartini’s time-based vesting restricted stock units (“RSUs”) then outstanding"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting RSUs financial
"all of Mr. DeMartini’s outstanding performance-based vesting RSUs (“PSUs”) then outstanding"
Broker Non-Votes regulatory
"Abstain | | | Broker Non-Votes | ---------------------------------------------------------------------"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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FAQ

What did Purple Innovation (PRPL) stockholders approve at the special meeting?
Stockholders approved a reverse stock split proposal and a potential adjournment. The reverse stock split earned 88,192,268 votes for versus 3,151,908 against, while the adjournment proposal received 86,887,126 votes for and 2,075,130 against, with relatively small abstentions and broker non-votes.

How was the reverse stock split proposal for Purple Innovation (PRPL) voted?
The reverse stock split proposal received 88,192,268 votes for, 3,151,908 votes against, 3,099 abstentions, and 1 broker non-vote. This strong approval authorizes the company to implement a reverse split, although specific split ratios or timing are not described in this excerpt.

What new bonus can Purple Innovation (PRPL) CEO Robert DeMartini earn?
Under an amended employment agreement, CEO Robert DeMartini can earn an incremental cash bonus of $1,000,000. The bonus vests 10% on October 31, 2026, 20% on February 28, 2027, and 70% on June 30, 2027, if he remains employed and certain conditions are met.

How does Purple Innovation’s CEO bonus vest over time?
The incremental $1,000,000 cash bonus for the CEO vests in three tranches: 10% on October 31, 2026, 20% on February 28, 2027, and 70% on June 30, 2027. Vesting requires continued employment through each date and satisfaction of specified conditions.

What happens to Purple Innovation (PRPL) CEO’s RSUs and PSUs upon retirement?
If the CEO retires under specified conditions, all outstanding time-based RSUs continue to vest on their schedule as if he remained employed for 12 additional months. Outstanding PSUs become eligible to vest on a pro-rata basis, depending on performance achieved by comparable active employees.

What was the outcome of the adjournment proposal at Purple Innovation’s special meeting?
The adjournment proposal received 86,887,126 votes for, 2,075,130 votes against, 2,385,017 abstentions, and 3 broker non-votes. This approval allows the company to adjourn and reconvene the special meeting if needed, offering flexibility around the reverse stock split authorization.
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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): July 2, 2026

 

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On July 2, 2026, the following proposals were approved by the Company’s stockholders at the Special Meeting:

 

  ● Approval of amending the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's Class A common stock and Class B common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-30, as determined by the Board of Directors in its sole discretion; and

 

  ● Approval to adjourn or postpone the special meeting, if necessary, to continue to solicit votes in favor of approving the reverse stock split as proposed in the Special Meeting proxy statement.

 

   For   Against   Abstain   Broker
Non-Votes		 
Approval of Reverse Stock Split   88,192,268    3,151,908    3,099    1 

 

   For   Against   Abstain   Broker
Non-Votes		 
Approval of Adjournment   86,887,126    2,075,130    2,385,017    3 

 

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

 

Amendment to Chief Executive Officer’s Employment Agreement

 

On July 4, 2026, the Board of Directors (the “Board”) of Purple Innovation, Inc. (the “Company”) and Robert T. DeMartini, the Company’s Chief Executive Officer entered into an amendment to the amended and restated employment agreement of Mr. DiMartini (the “Amendment”). Under the Amendment, the Company agreed that Mr. DeMartini will be eligible to earn an incremental aggregate cash bonus equal to $1,000,000 that will vest 10% on October 31, 2026, 20% on February 28, 2027, and 70% on June 30, 2027, provided he continues to be employed by the Company and subject to certain restrictions in the event his employment is terminated cause prior to June 30, 2027, subject to certain conditions.

 

In addition, under the Amendment, in the event of Mr. DeMartini’s retirement, subject to certain conditions, all of Mr. DeMartini’s time-based vesting restricted stock units (“RSUs”) then outstanding and unvested will vest in accordance with the remaining schedule as if Mr. DeMartini remained employed for an additional twelve (12) months and all of Mr. DeMartini’s outstanding performance-based vesting RSUs (“PSUs”) then outstanding will be eligible to vest on a pro-rata basis, subject to the performance achieved at the same time as active Company employees with the same type of PSUs.

 

The foregoing summary of the Amendment does not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this report and are incorporated by reference herein.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

The following exhibit is filed herewith:

 

Exhibit No.   Description
10.1   Amendment to the Amended and Restated Employment Agreement dated July 4, 2026, between the Company and Robert T. DeMartini
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: July 6, 2026 PURPLE INNOVATION, INC.
     
  By: /s/ Bob Lucian
    Bob Lucian
    Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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