SenesTech CEO Joel Fruendt to retire by mid-2026

SenesTech, Inc. announced that President and Chief Executive Officer Joel L. Fruendt plans to retire from the company and its Board, effective on the earlier of June 30, 2026 or the appointment of a successor CEO.

Rhea-AI Filing Summary

SenesTech, Inc. announced that President and Chief Executive Officer Joel L. Fruendt plans to retire from the company and its Board, effective on the earlier of June 30, 2026 or the appointment of a successor CEO. The company and Mr. Fruendt entered into a separation agreement that provides continued base salary through December 15, 2026, health insurance premiums paid or reimbursed through December 31, 2026, and accelerated vesting of his stock options, subject to his signing a release of claims.

The Board appointed Jamie Bechtel as Interim Executive Chair on January 26, 2026. She will receive $247,500 per year for this role, in addition to any existing compensation for her service on the Board and its committees.

Insights

Corporate governance analyst

SenesTech outlines a planned CEO retirement with defined transition pay and interim leadership.

The company discloses that CEO Joel L. Fruendt will retire by June 30, 2026 or upon appointment of a successor. His separation agreement provides continued salary to December 15, 2026, extended health insurance support to December 31, 2026, and accelerated stock option vesting, contingent on a release of claims.

On January 26, 2026, the Board named Jamie Bechtel Interim Executive Chair with annual compensation of $247,500 for that role, in addition to her Board pay. This indicates an active governance response to oversee the transition, though the timing and identity of the next CEO will depend on future Board decisions.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did SenesTech (SNES) disclose in this 8-K?

SenesTech disclosed that President and CEO Joel L. Fruendt plans to retire from the company and its Board. His retirement becomes effective on the earlier of June 30, 2026 or the date a successor Chief Executive Officer is appointed by the Board.

When will SenesTech CEO Joel L. Fruendt’s retirement become effective?

Joel L. Fruendt’s retirement becomes effective on the earlier of June 30, 2026 or the appointment date of a successor CEO. This structure allows SenesTech to complete a leadership search while setting a clear outside date for the transition.

What severance benefits will SenesTech CEO Joel L. Fruendt receive upon retirement?

Joel L. Fruendt will receive continued base salary through December 15, 2026, company-paid or reimbursed health insurance premiums through December 31, 2026, and accelerated vesting of his stock options, all conditioned on SenesTech receiving an effective release and waiver of claims from him.

Who did SenesTech (SNES) appoint as Interim Executive Chair and how will she be paid?

SenesTech’s Board appointed Jamie Bechtel as Interim Executive Chair on January 26, 2026. She will receive compensation of $247,500 per year for this role, in addition to any other compensation earned for serving as a Board member and on Board committees.

Does Jamie Bechtel’s new role as Interim Executive Chair affect her existing Board compensation at SenesTech?

Jamie Bechtel’s Interim Executive Chair role carries separate compensation of $247,500 per year. This amount is in addition to any other compensation she already receives as a member of SenesTech’s Board of Directors and any of its committees.

What conditions apply to Joel L. Fruendt’s separation benefits from SenesTech?

Joel L. Fruendt’s separation benefits, including salary continuation, health insurance support, and accelerated stock option vesting, are conditioned on SenesTech receiving an effective release and waiver of claims from him. The company plans to file the full separation agreement with its Form 10-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/28/2026 - 04:01 PM Learn about SEC filing dates

false000168037800016803782026-01-222026-01-22

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): January 22, 2026

SenesTech, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37941

20-2079805

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

13430 North Dysart Road, Suite 105 Surprise, AZ						85379
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (928) 779-4143

N/A

(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, $0.001 par value

SNES

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.

On January 22, 2026, Joel L. Fruendt, the President and Chief Executive Officer of SenesTech, Inc. (the “Company”), notified the Company that he will be retiring from the Company, including its Board of Directors (“Board”), effective upon the earlier of (i) June 30, 2026 and (ii) the date the Company appoints a successor Chief Executive Officer.

In connection with his retirement, the Company entered into a separation agreement with Mr. Fruendt (the “Separation Agreement”). Pursuant to the Separation Agreement, and subject to the Company’s receipt of an effective release and waiver of claims from him, Mr. Fruendt will be entitled to receive the following severance compensation and other benefits: (1) cash severance benefits in the form of continuation of his base salary through December 15, 2026 (subject to applicable withholdings); (2) payment or reimbursement of premiums for health insurance coverage until December 31, 2026; and (3) acceleration of the vesting of the stock options held by Mr. Fruendt.

On January 26, 2026, the Board appointed Jamie Bechtel as Interim Executive Chair of the Company. As compensation, Ms. Bechtel will receive $247,500 per year for her service as Interim Executive Chair of the Company, which is in addition to any other compensation she may receive as a member of the Board and any committees of the Board.

The foregoing description of the material terms 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 the Company intends to file with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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.

Date: January 28, 2026			SENESTECH, INC.
			By:
						Thomas C. Chesterman
						Executive Vice President, Chief Financial Officer, Treasurer and Secretary