Three directors exit Reborn Coffee (NASDAQ: REBN) board in quick succession

Rhea-AI Filing Summary

Reborn Coffee, Inc. reported that three members of its Board of Directors have resigned. On February 11, 2026, Andy Nasim resigned from the Board and all committees, effective immediately. On February 13, 2026, Alex Guo and Mi Young Jeong also resigned from the Board and all committees, effective immediately.

Mr. Nasim had served as chairperson of the compensation committee and as a member of the audit committee. Mr. Guo was Vice Chairman of the Board, and Ms. Jeong was a member of the compensation committee. The company stated that the resignations were not the result of any disagreement regarding its operations, policies, practices, accounting, or financial reporting.

Insights

Corporate governance analyst

Three Reborn Coffee directors resigned, but the company reports no underlying disagreements.

Reborn Coffee disclosed the immediate resignations of three directors, including its vice chairman and the chair of the compensation committee. This represents a meaningful change in board composition and committee leadership but, based on the company’s language, not one tied to reported disputes.

The company explicitly states that the resignations did not arise from disagreements over operations, policies, practices, accounting, or financial reporting. That wording aims to reassure stakeholders that no known governance or reporting crisis triggered these changes.

Future company communications and subsequent SEC filings can clarify how the Board is reconstituted, who will assume compensation and audit committee roles, and whether additional governance changes follow these departures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 11, 2026

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41479		47-4752305
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

580 N. Berry Street, Brea, CA		92821
(Address of principal executive offices)		(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

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-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		REBN		The Nasdaq Stock Market LLC (Nasdaq Capital 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. ☐

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

On February 11, 2026, Andy Nasim provided Reborn Coffee, Inc. (the “Company”) with his formal resignation from the Board of Directors of the Company (the “Board”) and all committees thereof, effective immediately. On February 13, 2026, Alex Guo and Mi Young Jeong each provided the Company with their formal resignation from the Board and all committees thereof, effective immediately. Mr. Nasim was the chairperson of the compensation committee of the Board and a member of the audit committee of the Board. Mr. Guo was Vice Chairman of the Board but was not a member of any committees of the Board. Ms. Jeong was a member of the compensation committee of the Board. The resignations were not the result of any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices, including any matters related to Company’s accounting practices or financial reporting.

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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: February 17, 2026

	REBORN COFFEE, INC.
	By:	/s/ Jay Kim
	Name:	Jay Kim
	Title:	Chief Executive Officer

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FAQ

What board changes did Reborn Coffee (REBN) disclose in this 8-K?

Reborn Coffee disclosed that three directors resigned from its Board and all committees, effective immediately. The departing directors are Andy Nasim, Alex Guo, and Mi Young Jeong, indicating a significant change in board composition and committee leadership at the company.

Were there any disagreements behind the Reborn Coffee (REBN) director resignations?

Reborn Coffee stated the resignations were not due to any disagreement with the company. This includes no disputes related to its operations, policies, practices, accounting practices, or financial reporting, suggesting the departures were not driven by reported governance or reporting conflicts.

Which roles did the departing Reborn Coffee (REBN) directors hold on the Board?

Andy Nasim chaired the compensation committee and served on the audit committee. Alex Guo was Vice Chairman of the Board, and Mi Young Jeong was a member of the compensation committee. Their resignations leave key committee and leadership roles to be reassigned.

On what dates did the Reborn Coffee (REBN) director resignations occur?

Reborn Coffee reported that Andy Nasim resigned on February 11, 2026, effective immediately. It also reported that Alex Guo and Mi Young Jeong each submitted resignations effective immediately on February 13, 2026, resulting in three closely timed departures from the Board.

Does the Reborn Coffee (REBN) 8-K mention accounting or financial reporting issues?

The company explicitly states the resignations were not related to disagreements over its accounting practices or financial reporting. This language is intended to clarify that the board changes are not being attributed to identified financial reporting disputes or concerns in this disclosure.

Who signed the Reborn Coffee (REBN) 8-K reporting the director departures?

The report was signed on behalf of Reborn Coffee by Jay Kim, the company’s Chief Executive Officer. This signature indicates the disclosure is authorized at the highest executive level and formally submitted under the Securities Exchange Act requirements.

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