Board member Frank Celli resigns from Titan Environmental (TESI) without dispute

Rhea-AI Filing Summary

Titan Environmental Solutions, Inc. reported a change in its Board of Directors. On October 5, 2025, director Frank E. Celli resigned from the Board. The company states that his resignation was not due to any disagreement with management or with the company’s operations, policies, or practices.

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 5, 2025

Titan Environmental Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-56148		30-0580318
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 E. Long Lake Road, Suite 100A Bloomingfield Hills, Michigan		48304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) 775-7400

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 (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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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.

Director Resignation

On October 5, 2025, Frank E. Celli resigned from his role as a member of the Board of Directors of Titan Environmental Solutions, Inc. (the “Company”). Mr. Celli’s resignation as a director is not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies, or practices.

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.

	TITAN ENVIRONMENTAL SOLUTIONS, INC.
Date: October 7, 2025
	By:	/s/ Glen Miller
	Name:	Glen Miller
	Title:	Chief Executive Officer

FAQ

What did Titan Environmental Solutions, Inc. (TESI) disclose in this 8-K filing?

Titan Environmental Solutions, Inc. disclosed that director Frank E. Celli resigned from its Board. The company specifically noted that his resignation was not the result of any disagreement regarding its operations, policies, or practices, indicating a routine governance change rather than a dispute-driven departure.

Who resigned from the Board of Titan Environmental Solutions, Inc. (TESI)?

Director Frank E. Celli resigned from the Board of Titan Environmental Solutions, Inc. The filing identifies him as a member of the Board of Directors and clarifies that his decision to resign was not related to any disagreement with the company or its management on corporate matters.

When did Frank E. Celli resign from TESI’s Board of Directors?

Frank E. Celli resigned from the Board of Titan Environmental Solutions, Inc. on October 5, 2025. This date is identified as the earliest event reported in the Form 8-K, marking the effective timing of the disclosed Board-level change at the company.

Did Frank E. Celli’s resignation from TESI involve any disagreement with the company?

The company states that Frank E. Celli’s resignation was not due to any disagreement. Specifically, it notes there was no disagreement with the company or its management on matters relating to operations, policies, or practices, suggesting an orderly and non-contentious Board transition.

Who signed the 8-K filing for Titan Environmental Solutions, Inc. (TESI)?

The Form 8-K was signed on behalf of Titan Environmental Solutions, Inc. by Glen Miller. He is identified in the filing as the company’s Chief Executive Officer, indicating that the disclosure of the director’s resignation was authorized at the highest executive level.

Where is Titan Environmental Solutions, Inc. headquartered according to the filing?

Titan Environmental Solutions, Inc. lists its principal executive offices at 300 E. Long Lake Road, Suite 100A, Bloomingfield Hills, Michigan 48304. This address provides investors and stakeholders with the official corporate location disclosed in the Form 8-K filing.