Independence Power (TYBB) appoints Brian Dutton as new CFO

Rhea-AI Filing Summary

Independence Power Holdings, Inc. appointed Brian Dutton as its new Chief Financial Officer, effective April 13, 2026, succeeding Scott Stephenson, who will continue to serve on the Board. The move reflects a leadership transition in the company’s finance function.

Dutton brings prior senior finance experience from Crimson Energy Partners, Vine Energy Inc., Silver Creek Oil & Gas, Quicksilver Resources, and PricewaterhouseCoopers, and holds a finance and accounting degree plus a Texas CPA license. His executive employment agreement provides an initial base salary of $288,750 and a three-year term that automatically renews annually unless either party gives 60 days’ notice.

If terminated without cause or if he resigns for good reason, Dutton is eligible for 180 days of continued base salary in addition to accrued obligations, subject to a release. He receives indemnification protections, continued officers’ liability insurance for at least four years following any change in control, and is bound by confidentiality, non-solicitation, non-competition, and non-disparagement covenants generally lasting 24 months after employment.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CFO effective date: April 13, 2026 Base salary: $288,750 Initial employment term: 3 years +3 more

6 metrics

CFO effective date April 13, 2026 Date Brian Dutton becomes Chief Financial Officer

Base salary $288,750 Initial annual base salary under CFO employment agreement

Initial employment term 3 years Length of initial CFO employment term before automatic renewals

Severance salary continuation 180 days Base salary continuation if terminated without cause or for good reason

D&O tail coverage Not less than 4 years Officers’ liability insurance continuation after a change in control

Post-employment covenants 24 months General duration of non-compete, non-solicit and related covenants

Key Terms

Change in Control, good reason, non-competition, Accrued Obligations, +1 more

5 terms

Change in Control financial

"coverage will be obtained and continue for a period of not less than four (4) years following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"if he terminates his employment for “good reason,” he will be entitled to receive any Accrued Obligations"

non-competition financial

"comply with confidentiality, non-solicitation, non-competition and non-disparagement requirements during his employment term"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

Accrued Obligations financial

"unpaid base salary, unreimbursed expenses and any benefits due to him through his date of termination (collectively, “Accrued Obligations”)"

Executive Employment Agreement financial

"the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Dutton"

Understanding 8-K Material Events →

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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): April 10, 2026

INDEPENDENCE POWER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-282541		35-2851106
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14114 N. Dallas Parkway, Suite 200, Dallas, Texas 75254

(Address of principal executive offices) (Zip Code)

(903) 944-7121

(Registrant’s telephone number, including area code)

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		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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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.

Appointment of New Chief Financial Officer

On April 10, 2026, the Board of Directors (the “Board”) of Independence Power Holdings, Inc. (the “Company”) approved the appointment of Brian Dutton to succeed Scott Stephenson as the Company’s Chief Financial Officer, effective as of April 13, 2026, following Mr. Stephenson’s notice, delivered on April 10, 2026, of his intent to resign as Chief Financial Officer.  Mr. Stephenson will continue to serve the Company as a member of the Board.  

Most recently, Mr. Dutton served as Vice President and Chief Financial Officer for Crimson Energy Partners. Prior to joining Crimson, he was the Vice President and Chief Accounting Officer for Vine Energy Inc. from January 2015 until its merger with Expand Energy Corporation in November 2021. From 2012 until joining Vine Energy in 2015, Mr. Dutton served as the Vice President of Finance and Accounting for Silver Creek Oil & Gas and he was employed by Quicksilver Resources where he held various positions in accounting and finance from 2008 to July 2012. He began his finance career with PricewaterhouseCoopers in 1998. Mr. Dutton holds a Bachelor of Science in Finance and Accounting from Oklahoma City University and he is a CPA in the State of Texas.

In connection with his appointment as Chief Financial Officer of the Company, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Dutton. The following summary of the material terms of the Employment Agreement is qualified in its entirety to the full text of the Employment Agreement filed as Exhibit 10.1 hereto and incorporated by reference in this Item 5.02.

Term: Mr. Dutton’s initial employment term is for a period of three years, subject to earlier termination pursuant to the terms of the Employment Agreement, and will automatically extend for a one-year period on April 13, 2029 and on each anniversary thereafter, subject to the option of the Company or Mr. Dutton to terminate the automatic extension upon written notice not less than 60 days prior to the end of the then current employment period.

Base Compensation: The Employment Agreement provides for an initial base salary of $288,750, which may be increased from time to time at the discretion of the Board. Mr. Dutton is entitled to participate in such long-term incentive and/or equity-based incentive compensation programs as may be established and upon the terms and conditions approved by the Board. Mr. Dutton also is entitled to participate in such employee benefit plans and programs of the Company as provided to other similarly situated officers of the Company and as provided in the Employment Agreement.

Termination for Cause, Resignation without Good Reason: If Mr. Dutton’s employment is terminated for “cause” (as defined in the Employment Agreement), including due to death or disability (as defined in the Employment Agreement), or without “good reason” (as defined in the Employment Agreement), Mr. Dutton (or his estate) is entitled only to his unpaid base salary, unreimbursed expenses and any benefits due to him through his date of termination (collectively, “Accrued Obligations”).

Termination without Cause or for Good Reason (Other than Following a Change in Control): If Mr. Dutton is terminated without “cause” (including a non-renewal of his employment term by the Company) or if he terminates his employment for “good reason,” he will be entitled to receive any Accrued Obligations and, in addition, the continuation of his then base salary for a period of 180 days from the date of termination, subject to providing a general release in favor of and in a form satisfactory to the Company.

Indemnification and Insurance: The Employment Agreement contains indemnification and related expense reimbursement provisions in favor of Mr. Dutton in his capacity as an employee of the Company and provides that the Company will maintain officers’ liability insurance for Mr. Dutton on terms no less favorable than any other senior executive officer of the Company, and such coverage will continue or substantially similar tail coverage will be obtained and continue for a period of not less than four (4) years following a Change in Control (as defined in the Employment Agreement).

Restrictive Covenants: The Employment Agreement obligates Mr. Dutton to comply with confidentiality, non-solicitation, non-competition and non-disparagement requirements during his employment term and, in general, for 24 months thereafter.

 Mr. Dutton has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Dutton and any previous or current officers or directors of the Company. There are no arrangements or understandings between Mr. Dutton, on the one hand, and any other persons, on the other hand, pursuant to which Mr. Dutton was selected as a Chief Financial Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Employment Agreement, dated as of April 13, 2026, by and between Independence Power Holdings, Inc. and Brian Dutton.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	INDEPENDENCE POWER HOLDINGS, INC.
Date: April 14, 2026	By:	/s/ Todd Parkin
		Todd Parkin Chief Executive Officer

3

FAQ

What executive change did Independence Power Holdings (TYBB) announce?

Independence Power Holdings appointed Brian Dutton as Chief Financial Officer, effective April 13, 2026. He replaces Scott Stephenson, who resigned as CFO but will remain on the Board, ensuring continuity of leadership while bringing in new financial management experience.

What are the key terms of Brian Dutton’s employment agreement at TYBB?

Brian Dutton’s agreement provides a three-year initial term with automatic one-year renewals, an initial base salary of $288,750, and eligibility for incentive and benefit plans. It also includes severance of 180 days of base salary if terminated without cause or he resigns for good reason.

What severance protections does the new CFO of Independence Power receive?

If Brian Dutton is terminated without cause or resigns for good reason, he receives accrued obligations plus continuation of his then base salary for 180 days. This severance is contingent on providing a general release in favor of the company in a satisfactory form.

Does the Independence Power (TYBB) CFO agreement include non-compete or similar clauses?

Yes. Brian Dutton’s employment agreement includes confidentiality, non-solicitation, non-competition, and non-disparagement covenants. These apply during his employment and generally continue for 24 months thereafter, aiming to protect the company’s business relationships and proprietary information after his departure.

What indemnification and insurance protections does TYBB provide its new CFO?

The company agrees to indemnify Brian Dutton and reimburse related expenses in his role as an employee. It will also maintain officers’ liability insurance on terms no less favorable than for other senior executives, including at least four years of continued or tail coverage after any change in control.

Does Brian Dutton have related-party or family ties to Independence Power insiders?

The company states that Brian Dutton has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K. It also notes there are no family relationships or special arrangements through which he was selected as Chief Financial Officer.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EMPLOYMENT AGREEMENT 119.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB