TransUnion CFO Todd Cello plans Dec. 31 exit
The company said the planned departure is not expected to affect operations, strategic priorities, long-term financial targets or capital allocation.
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Rhea-AI Filing Summary
TransUnion announced that Todd M. Cello, Executive Vice President and Chief Financial Officer, intends to resign effective December 31, 2026, after 29 years with the company, including nine years as CFO. He will remain CFO through that date and serve as a full-time advisor through March 1, 2027, while TransUnion searches for a successor. The board expects to appoint an interim CFO if no replacement is hired by December 31.
Under the transition agreement, Cello is eligible for his existing base salary through March 1, 2027, and benefits through March 31, subject to continued employment. His 2026 bonus depends on company and individual performance and employment through December 31; his 2024 performance share units continue vesting if he remains employed through February 28, 2027. If he signs and does not revoke a general release, he is eligible for up to 18 months of company-funded COBRA coverage and up to one year of outplacement services, with a maximum value of $35,000. TransUnion reaffirmed third-quarter and full-year 2026 guidance for revenue, Adjusted EBITDA and Adjusted Diluted Earnings Per Share, and said the planned departure is not expected to affect operations, strategic priorities, long-term financial targets or capital allocation.
8-K Event Classification
Key Figures
Key Terms
Transition Agreement technical
COBRA continuation coverage regulatory
Adjusted EBITDA financial
Non-GAAP financial measures financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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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 September 19, 2026, Todd M. Cello, notified TransUnion (the “Company”) that he intends to resign as Executive Vice President, Chief Financial Officer of the Company effective on December 31, 2026 (the “Transition Date”). Mr. Cello has agreed to continue to provide transition services to the Company through March 1, 2027 (the “Transition Period”). Mr. Cello’s resignation is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company will conduct a comprehensive search for Mr. Cello’s replacement. If the Company has not hired a replacement Chief Financial Officer by the Transition Date, the Board of Directors of the Company is expected to appoint an interim Chief Financial Officer until such time as a successor is appointed.
In connection with Mr. Cello’s transition, the Company entered into a Transition and Separation Agreement with Mr. Cello dated as of September 23, 2026 (the “Transition Agreement”). Pursuant to the Transition Agreement, subject to Mr. Cello’s continued employment with the Company, he will be eligible for his existing base salary through March 1, 2027, and his benefits until March 31, 2027. Mr. Cello will be eligible for his 2026 annual incentive bonus, subject to Company and individual performance, as long as he remains employed by the Company through the Transition Date. The performance share units issued to Mr. Cello on February 28, 2024 will continue to vest in accordance with their terms so long as Mr. Cello remains employed by the Company through February 28, 2027. Subject to and contingent on Mr. Cello signing and not revoking a general release of claims in favor of the Company, Mr. Cello is eligible for up to eighteen (18)-months of Company funded COBRA continuation coverage and outplacement agency services for a period of up to one year and with a maximum value of $35,000. During the Transition Period, Mr. Cello will provide transition services in his area of expertise and such other responsibilities as reasonably assigned by the Company’s Chief Executive Officer. The payments under the Transition Agreement are subject to and contingent on Mr. Cello’s agreement to, and continued compliance with, confidentiality, non-solicitation, non-disparagement, cooperation, non-disclosure and other restrictive covenants.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing Mr. Cello’s resignation and reaffirming third quarter and full-year 2026 guidance with respect to revenue, Adjusted EBITDA and Adjusted Diluted Earnings Per Share is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 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 under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1† | Transition and Separation Agreement by and between TransUnion and Todd M. Cello, dated as of September 23, 2026. | |
| 99.1 | Press Release of TransUnion dated September 23, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the inline XBRL file). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| TRANSUNION | ||||||
| Date: September 23, 2026 | By: | /s/ Heather J. Russell | ||||
| Name: | Heather J. Russell | |||||
| Title: | Executive Vice President, Chief Legal Officer | |||||
Exhibit 99.1
|
News Release |
| Contact | Dave Blumberg |
| TransUnion |
| david.blumberg@transunion.com |
| Telephone | 312-972-6646 |
FOR IMMEDIATE RELEASE
TransUnion Announces Chief Financial Officer Transition
| • | Todd Cello stepping down on December 31, 2026, after 29 years with the Company |
| • | Cello will then serve as a full-time advisor through March 1, 2027 |
| • | TransUnion reaffirms 2026 financial outlook |
Chicago, Sept. 23, 2026 — TransUnion (NYSE: TRU) today announced that Todd Cello, Executive Vice President, Chief Financial Officer (CFO), has made the personal decision to step down after 29 years with the company, including nine years as CFO. Cello will remain CFO through December 31, 2026, and will serve as a full-time advisor until March 1, 2027, to support a smooth transition to his successor. TransUnion has initiated a comprehensive search for its next CFO in partnership with a leading executive search firm.
“Todd has guided TransUnion through many of our defining moments, and I have greatly valued his partnership and counsel. His commitment to our company will leave a strong, positive legacy,” said Chris Cartwright, President & Chief Executive Officer. “While we will miss Todd’s leadership, TransUnion is well positioned for the future. We remain confident in our ability to deliver long-term value for our customers, associates, and shareholders.”
“I feel privileged to have been a part of TransUnion’s evolution, and I am grateful to the many colleagues who have shared that journey,” said Cello. “After careful reflection, I believe this is the right time to consider my next chapter. As a long-term shareholder, I remain confident in TransUnion’s future and deeply invested in its continued success. I am committed to supporting a thoughtful transition, including assisting with the search for and onboarding of my successor.”
TransUnion Reaffirms Third Quarter and Full-Year 2026 Guidance
TransUnion is reaffirming third quarter and full-year 2026 guidance for revenue, Adjusted EBITDA, and Adjusted Diluted Earnings Per Share. The planned CFO departure is not expected to impact the Company’s business operations, strategic priorities, long-term financial targets or capital allocation approach.
transunion.com
About TransUnion (NYSE: TRU)
TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments, we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® — and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.
http://www.transunion.com/business
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs, expectations and outlook are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our third quarter and full year 2026 guidance, and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negatives of these words and other similar expressions. Factors that could cause actual results to differ materially from those described in the forward-looking statements, or that could materially affect our financial results or such forward-looking statements include the risks and factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”). There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.
Non-GAAP Financial Measures
This press release includes references to certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted Diluted Earnings Per Share, that are more fully described in the appendices to Exhibit 99.1, “Press Release of TransUnion dated July 28, 2026, announcing results for the quarter ended June 30, 2026,” under the heading “Non-GAAP Financial Measures,” furnished to the SEC on July 28, 2026 (the “2nd Quarter 2026 Earnings Release”). These financial measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of GAAP. Other companies in our industry may define or calculate these measures differently than we do, limiting their usefulness as comparative measures. Because of these limitations, these non-GAAP financial measures should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are included in Schedule 7, “Reconciliation of Non-GAAP Guidance (Unaudited)” of the 2nd Quarter 2026 Earnings Release.
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