Activist investors target TrueBlue (NYSE: TBI) board with 2026 proxy push

Rhea-AI Filing Summary

EHS Management LLC and affiliated investors have launched a proxy solicitation effort focused on TrueBlue, Inc. They state that they intend to file a preliminary proxy statement and use a WHITE universal proxy card to seek votes for their own slate of director nominees at TrueBlue’s 2026 annual meeting of stockholders.

The participant group, referred to collectively as “EHS,” is anticipated to include EHS Management, EHS Azure Opportunity Fund, LP, Eric H. Su, David Fleischman and Wayne Larkin. According to the disclosure, EHS Azure directly beneficially owns 190,131 shares of TrueBlue common stock, and Eric H. Su directly beneficially owns 535,073 shares. Through their roles, EHS Management and Mr. Su may be deemed to beneficially own the shares held by EHS Azure. The filing emphasizes that stockholders are strongly advised to read the proxy statement and related materials when they become available.

Insights

Corporate governance analyst

Activist investors outline plans to nominate directors at TrueBlue’s 2026 annual meeting.

EHS Management LLC and related parties are organizing a proxy solicitation to elect their own director slate to the board of TrueBlue, Inc. They plan to file a preliminary proxy statement and use a WHITE universal proxy card at the 2026 annual meeting, signaling an organized effort to influence the company’s board composition.

The group, described collectively as “EHS,” includes EHS Management, EHS Azure Opportunity Fund, LP, Eric H. Su, David Fleischman and Wayne Larkin. The filing states that EHS Azure directly beneficially owns 190,131 shares of TrueBlue common stock and that Eric H. Su directly beneficially owns 535,073 shares, with EHS Management and Mr. Su also deemed to beneficially own the EHS Azure position through control relationships.

The disclosure is an initial step that informs shareholders of a potential contested director election at the 2026 annual meeting. Future proxy materials, once filed and mailed, are expected to detail EHS’s nominees, their views on TrueBlue, and any proposals they support, which will frame the governance choices facing stockholders at that meeting.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

TrueBlue, Inc.

(Name of Registrant as Specified In Its Charter)

EHS MANAGEMENT LLC

EHS AZURE OPPORTUNITY FUND, LP

ERIC H. SU

DAVID FLEISCHMAN

WAYNE LARKIN

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

EHS Management LLC, a Delaware limited liability company (“EHS Management”), together with the other participants named herein (collectively, “EHS”), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders (the “Annual Meeting”) of TrueBlue, Inc., a Delaware corporation (the “Company”).

Item 1: On January 20, 2026, Eric Su, manager of EHS Management, was quoted in an article published by Hedge Fund Alpha, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

EHS Management LLC, a Delaware limited liability company (“EHS Management”), together with the other participants named herein, intend to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2026 annual meeting of stockholders of TrueBlue, Inc., a Delaware corporation (the “Company”).

EHS MANAGEMENT STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be EHS Management, EHS Azure Opportunity Fund, LP (“EHS Azure”), Eric H. Su (collectively, “EHS”), David Fleischman and Wayne Larkin. As of the date hereof, EHS Azure directly beneficially owns 190,131 shares of Common Stock, no par value, of the Company (the “Common Stock”). EHS Management, as the general partner of EHS Azure, may be deemed the beneficial owner of the 190,131 shares of Common Stock directly owned by EHS Azure. As of the date hereof, Eric H. Su directly beneficially owns 535,073 shares of Common Stock. As the sole owner and manager of EHS Management, Mr. Su may be deemed to beneficially own the 190,131 shares of Common Stock directly owned by EHS Azure. As of the date hereof, Messrs. Fleischman and Larkin beneficially own no shares of Common Stock.

FAQ

What is EHS Management LLC seeking to do at TrueBlue, Inc. (TBI)?

EHS Management LLC and its affiliates intend to solicit votes to elect their own slate of director nominees to the board of TrueBlue, Inc. at the company’s 2026 annual meeting of stockholders, using a WHITE universal proxy card.

Which investors are participating in the TrueBlue (TBI) proxy solicitation group?

The anticipated participants are EHS Management LLC, EHS Azure Opportunity Fund, LP, Eric H. Su, David Fleischman and Wayne Larkin, collectively referred to as “EHS.”

How many TrueBlue (TBI) shares does EHS Azure Opportunity Fund, LP beneficially own?

The filing states that EHS Azure Opportunity Fund, LP directly beneficially owns 190,131 shares of TrueBlue common stock, with EHS Management and Eric H. Su potentially deemed beneficial owners through their control of EHS Azure.

How many TrueBlue (TBI) shares does Eric H. Su beneficially own?

According to the disclosure, Eric H. Su directly beneficially owns 535,073 shares of TrueBlue common stock and, as sole owner and manager of EHS Management, may also be deemed to beneficially own the 190,131 shares held by EHS Azure.

Do all members of the EHS group own TrueBlue (TBI) shares?

No. The filing states that EHS Azure and Eric H. Su beneficially own TrueBlue common stock, while David Fleischman and Wayne Larkin beneficially own no shares as of the stated date.

What does EHS advise TrueBlue (TBI) stockholders to do regarding the proxy materials?

EHS urges all TrueBlue stockholders to read the proxy statement and other proxy materials when they become available, noting that these will contain important information and will be available without charge on the SEC’s website.

Where can TrueBlue (TBI) investors obtain the EHS proxy materials?

The materials will be available at no charge on the SEC’s website at http://www.sec.gov. The participants in the solicitation will also provide copies of the proxy statement without charge upon request through their proxy solicitor once available.