and (ii) a number of restricted stock units (the “RSUs”) equal to (x) $5,000,000 divided by (y) the FMV on the date of grant, which are scheduled to vest in four equal annual installments following the CEO Transition Date. Both the Option and the RSUs will be granted pursuant to, and subject to the terms and conditions of, the Plan and an award agreement thereunder. Mr. McElhinney will also be eligible to receive equity incentive awards on an annual basis beginning in 2027 that will be initially targeted at 500% of his base salary (with the award granted in 2027 being pro-rated to reflect Mr. McElhinney’s partial year of employment in 2026). Pursuant to the Employment Agreement, Mr. McElhinney is also entitled to certain payments to facilitate his relocation to Arizona (along with an additional payment in respect of federal and state income taxes) and a one-time cash sign-on bonus of $1,000,000, which are each subject to repayment in certain circumstances.
Under the terms of the Employment Agreement, in the event of a termination by the Company other than for cause or by Mr. McElhinney for good reason (or if the Employment Agreement is terminated by the Company prior to the CEO Transition Date without cause), each as defined in the Employment Agreement (a “Qualifying Termination”), Mr. McElhinney will be entitled to receive the following payments and benefits: (i) a cash payment equal to 1.5 times the sum of (x) his then-current base salary and (y) his then-current target annual bonus (the “Cash Payment”), payable in a single lump sum; (ii) a prorated annual bonus for the year in which the termination occurs, calculated based on actual achievement of applicable performance goals; and (iii) Company-paid premiums for up to 18 months of continued medical, dental or vision coverage pursuant to COBRA, if elected. The Employment Agreement provides that, upon a Qualifying Termination that occurs within 24 months following, or six months prior to (and in connection with) a change in control, the Cash Payment shall be increased to 2.0 times the sum of Mr. McElhinney’s then-current base salary and his then-current target annual bonus. The vesting of equity awards granted to Mr. McElhinney are also subject to accelerated vesting upon certain terminations of employment.
Mr. McElhinney is also subject to a 24-month post-termination non-competition and non-solicitation restriction, as well as confidentiality, non-disparagement and intellectual property protection restrictions. Generally, Mr. McElhinney’s right to receive the foregoing termination payments and benefits is conditioned upon his execution of a general release of claims in the Company’s favor and compliance with certain restrictive covenants.
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026.
| Item 7.01. |
Regulation FD Disclosure. |
As of June 2, 2026, the Company confirms its full year 2026 guidance previously released on May 7, 2026.
The information contained in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would” and/or the negative of these terms, or other comparable terminology intended to identify statements about the future. They include statements regarding the expected timing and impact of the executive transition, the future composition of the Board of Directors, and our intentions, beliefs or current expectations concerning, among other things, results of operations for the fiscal year ended December 31, 2026. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict or quantify, including the factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
