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Reed’s (REED) outlines cash, stock and benefits in CEO Wallace exit deal

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

Rhea-AI Filing Summary

Reed’s, Inc. detailed the separation arrangements for former Chief Executive Officer Cyril A. Wallace, Jr., who ended employment on March 31, 2026 and will consult through April 30, 2026. The company and Mr. Wallace entered into a Separation Agreement and Release on April 16, 2026.

Under the agreement, Reed’s will pay severance equal to one month of Mr. Wallace’s annual base salary, totaling $58,333.33, and a lump sum of $2,836.60 representing one month of COBRA premiums. The company will also waive repayment of his sign-on bonus and relocation expenses under his Employment Agreement.

In full satisfaction of a prior 46,667-share inducement restricted stock award, the Compensation Committee approved a fully vested restricted stock award for 36,657 shares under the 2020 Equity Incentive Plan, to be issued on or before April 30, 2026, plus a cash payment of $36,336.30.

Positive

  • None.

Negative

  • None.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash severance $58,333.33 One month of Cyril Wallace’s annual base salary under Separation Agreement
COBRA premium lump sum $2,836.60 One month of COBRA premium paid as lump sum to Cyril Wallace
Inducement Award shares 46,667 shares Original restricted stock awards referenced in Employment Agreement
New restricted stock award 36,657 shares Fully vested shares under 2020 Equity Incentive Plan in Separation Agreement
Additional cash payment $36,336.30 Cash amount equal to 10,010 × $3.63 closing price on Separation Date
Share price reference $3.63 per share Closing price of Reed’s common stock on Separation Date used in calculation
Consulting end date April 30, 2026 Date through which Cyril Wallace will remain a consultant
Employment Separation Date March 31, 2026 Effective date Mr. Wallace’s employment with Reed’s ended
Separation Agreement and Release regulatory
"On April 16, 2026, the Company entered into a Separation Agreement and Release"
COBRA financial
"a lump sum payment representative of one (1) month of Mr. Wallace’s COBRA premium"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
restricted stock award financial
"the grant to Mr. Wallace of a restricted stock award under the Company’s Amended and Restated 2020 Equity Incentive Plan"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
Amended and Restated 2020 Equity Incentive Plan financial
"a restricted stock award under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”)"
Inducement Award financial
"the Employment Agreement provided for a grant to Mr. Wallace of 46,667 restricted stock awards (the “Inducement Award”)"
An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.
Employment Agreement regulatory
"pursuant to Sections 4.2 and 4.6 of his Employment Agreement with the Company dated April 16, 2025"
false 0001140215 0001140215 2026-04-15 2026-04-15 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): April 15, 2026

 

 

 

REED’S, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-32501   35-2177773

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

501 Merritt 7 PH

Norwalk, Connecticut

      06851
(Address of Principal Executive Offices)       (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (800) 997-3337

 

Not Applicable

(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 (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, $0.0001 par value per share   REED   NYSE American 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, Cyril A. Wallace, Jr. resigned from his role as Chief Executive Officer, principal executive officer and as a member of the Board of Directors (the “Board”) of Reed’s, Inc., a Delaware corporation (the “Company”), effective March 24, 2026, and remained an employee of the Company through March 31, 2026 (the “Separation Date”). Mr. Wallace will remain a consultant until April 30, 2026 to provide transition assistance as needed to the Company.

 

On April 16, 2026, the Company entered into a Separation Agreement and Release (the “Separation Agreement”) with Mr. Wallace. In consideration of Mr. Wallace’s execution of a general release of claims in favor of the Company and its affiliates and his compliance with the other terms of the Separation Agreement, the Company agreed to provide Mr. Wallace with the following separation benefits: (i) a severance payment equal to one (1) month of Mr. Wallace’s annual base salary in effect immediately prior to the Separation Date (a gross amount of $58,333.33); (ii) a lump sum payment representative of one (1) month of Mr. Wallace’s COBRA premium in the gross amount of $2,836.60; and (iii) a waiver of Mr. Wallace’s obligations to repay his sign-on bonus and relocation-related expenses pursuant to Sections 4.2 and 4.6 of his Employment Agreement with the Company dated April 16, 2025 (the “Employment Agreement”). In addition, the Employment Agreement provided for a grant to Mr. Wallace of 46,667 restricted stock awards (the “Inducement Award”). In full satisfaction of the Inducement Award and as mutually agreed upon between the Company and Mr. Wallace, on April 15, 2026, the Compensation Committee of the Board approved (x) the grant to Mr. Wallace of a restricted stock award under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) covering 36,657 shares of the Company’s common stock, to be issued on or before April 30, 2026 and to be fully vested at the time of issuance, subject to the terms and conditions of the Plan and the Separation Agreement and contingent upon the Separation Agreement becoming effective in accordance with its terms and the satisfaction of all applicable taxes and withholdings, and (y) a cash payment to Mr. Wallace of $36,336.30, equivalent to 10,010 multiplied by $3.63, the closing price of a share of the Company’s common stock as reported on the NYSE American on the Separation Date, in each case as provided under the Separation Agreement.

 

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

 

Description

10.1   Separation Agreement and Release, dated April 16, 2026, by and between the Registrant and Cyril A. Wallace, Jr.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 thereunto duly authorized.

 

  Reed’s, Inc.
     
Date: April 17, 2026 By:

/s/ Douglas W. McCurdy

    Douglas W. McCurdy
    Chief Financial Officer

 

 

FAQ

What did Reed’s, Inc. (REED) disclose about former CEO Cyril Wallace’s separation?

Reed’s, Inc. disclosed a Separation Agreement and Release with former CEO Cyril A. Wallace, Jr. It outlines severance, benefit-related payments, equity settlement, and consulting through April 30, 2026, following his earlier resignation and employment end on March 31, 2026.

What cash severance will former CEO Cyril Wallace receive from Reed’s, Inc. (REED)?

Cyril Wallace will receive a severance payment equal to one month of his annual base salary, totaling $58,333.33. He will also receive a separate lump sum of $2,836.60 representing one month of COBRA premiums under the Separation Agreement and Release.

How is Reed’s, Inc. (REED) handling Cyril Wallace’s prior inducement stock award?

A prior inducement award of 46,667 restricted shares is being fully satisfied by a new grant of 36,657 fully vested shares under the 2020 Equity Incentive Plan and a cash payment of $36,336.30, all approved by the Compensation Committee as part of the Separation Agreement.

What equity compensation is Reed’s, Inc. (REED) granting to Cyril Wallace in the separation deal?

Reed’s is granting a restricted stock award covering 36,657 shares of common stock under its Amended and Restated 2020 Equity Incentive Plan. These shares will be fully vested at issuance and are contingent on the Separation Agreement becoming effective and applicable tax withholdings.

Does the Reed’s, Inc. (REED) separation agreement include any other financial concessions?

Yes. In addition to cash payments and equity, Reed’s is waiving Cyril Wallace’s obligations to repay his sign-on bonus and relocation-related expenses. These obligations were originally set forth in Sections 4.2 and 4.6 of his April 16, 2025 Employment Agreement with the company.

Filing Exhibits & Attachments

4 documents