Did Ten Holdings (XHLD) disclose any related-party transactions with Virgilio Torres?

The company reported that it has not entered into transactions with Virgilio Torres requiring disclosure under Item 404(a) of Regulation S-K. It also noted there are no family relationships between Torres and any director, executive officer, or person nominated or chosen to become a director or executive officer.

Ten Holdings names Virgilio Torres CEO and chairman

Ten Holdings, Inc. reported a leadership change as Randolph Jones stepped down as Chief Executive Officer and Chairman of the Board effective May 8, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Ten Holdings, Inc. reported a leadership change as Randolph Jones stepped down as Chief Executive Officer and Chairman of the Board effective May 8, 2026. The company stated his departure was not due to any dispute or disagreement regarding its operations, policies, or practices.

Under a separation agreement, Mr. Jones will receive six months of continued base salary at an annual rate of $300,000 and may exercise his vested stock options for one year from the effective date. The Board appointed current Chief Financial Officer Virgilio Torres as Chief Executive Officer and Chairman, and he will temporarily retain his CFO role while the company searches for a new finance chief.

Positive

None.

Negative

Leadership concentration risk: During the search for a new Chief Financial Officer, Virgilio Torres will serve simultaneously as CEO, Chairman, and CFO, increasing reliance on one executive for both strategic and financial oversight.

Insights

Ten Holdings combines CEO and CFO roles during a leadership transition.

The company reports that Randolph Jones stepped down as CEO and Chairman effective May 8, 2026, with no stated dispute or disagreement regarding operations or policies. His separation agreement grants six months of base salary and extended time to exercise vested stock options.

Chief Financial Officer Virgilio Torres has been appointed Chief Executive Officer and Chairman while continuing as CFO during the search for a new finance leader. This concentrates executive responsibility in one individual, which can streamline decisions but also places key financial and strategic oversight with a single person until a new CFO is appointed.

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, or exhibit attachments filed with this report.

Key Figures

Base salary rate: $300,000 per year Severance duration: Six months Option exercise period: One year +1 more

4 metrics

Base salary rate $300,000 per year Used to calculate six months of continued salary for Randolph Jones

Severance duration Six months Period of continued base salary payments to Randolph Jones

Option exercise period One year Time from May 8, 2026 for Jones to exercise vested options

Effective date of leadership change May 8, 2026 Date Jones stepped down and Torres became CEO and Chairman

Key Terms

Separation Agreement, general release of all claims, Item 404(a) of Regulation S-K, Inline XBRL, +1 more

5 terms

Separation Agreement financial

"the Company and Mr. Jones have entered into a separation agreement, effective as of the Effective Date"

A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.

general release of all claims regulatory

"The Separation Agreement includes a standard general release of all claims Mr. Jones may have against the Company"

Item 404(a) of Regulation S-K regulatory

"The Company has not entered into any transactions with Mr. Torres that would require disclosure pursuant to Item 404(a) of Regulation S-K"

Inline XBRL technical

"Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

Why did Randolph Jones leave Ten Holdings (XHLD) as CEO and Chairman?

Randolph Jones and the Board agreed he would step down as Chief Executive Officer and Chairman effective May 8, 2026. The company stated his separation was not due to any dispute or disagreement regarding its operations, policies, or practices, indicating an orderly leadership transition.

What severance will Randolph Jones receive from Ten Holdings (XHLD)?

Under his separation agreement, Randolph Jones will receive six months of continued base salary at a $300,000 annual rate. He is also allowed to exercise any vested stock options for one year from May 8, 2026, under the applicable award agreements.

Who is the new CEO and Chairman of Ten Holdings (XHLD)?

The Board appointed existing Chief Financial Officer Virgilio Torres as Chief Executive Officer and Chairman effective May 8, 2026. Torres will continue serving as CFO while Ten Holdings conducts a search for a new finance chief, maintaining continuity in both leadership and financial management.

Will Virgilio Torres receive new compensation terms as Ten Holdings (XHLD) CEO?

Ten Holdings stated that Virgilio Torres will continue under his existing employment arrangement following his appointment as CEO and Chairman. Any material changes to his compensation in connection with this new role have not yet been determined, and the company plans to amend its disclosure if such changes occur.

What are the key terms of Randolph Jones’s separation agreement with Ten Holdings (XHLD)?

Key terms include six months of continued base salary at a $300,000 annual rate, a one-year period to exercise vested stock options from May 8, 2026, and a standard general release of all claims in favor of Ten Holdings, reflecting a negotiated and finalized separation arrangement.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:31 PM

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):

May 8, 2026

TEN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42515

99-1291725

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

1170 Wheeler Way
Langhorne, PA		19047
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code:

1.800.909.9598

(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		XHLD		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.

Departure of Chief Executive Officer

On May 8, 2026, Mr. Randolph Jones and the Board of Directors (the “Board”) of Ten Holdings, Inc. (the “Company) mutually agreed Mr. Jones would step down as Chief Executive Officer and Chairman of the Board effective May 8, 2026 (the “Effective Date”). Mr. Jones’s separation from the Company is not the result of any dispute or disagreement with the Company or any matter related to the Company’s operations, policies or practices.

In connection with Mr. Jones’s departure, the Company and Mr. Jones have entered into a separation agreement, effective as of the Effective Date (the “Separation Agreement”), pursuant to which Mr. Jones will receive six months of continued payment of his base salary (at a rate of $300,000 per year) and will be permitted to exercise any of his vested stock options pursuant to the award agreements for such options for a period of one-year beginning on the Effective Date. The Separation Agreement includes a standard general release of all claims Mr. Jones may have against the Company.

Appointment of Chief Executive Officer

On May 8, 2026, the Board appointed Mr. Virgilio Torres, the Company’s Chief Financial Officer, as Chief Executive Officer and Chairman of the Board effective May 8, 2026. Mr. Torres will continue to serve as the Company’s Chief Financial Officer in addition to his role as Chief Executive Officer during the search for a new Chief Financial Officer.

There are no arrangements or understandings between Mr. Torres and any other person related to his appointment as Chief Executive Officer. There is no family relationship between Mr. Torres and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Torres that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Mr. Torres will continue to be compensated pursuant to the terms of his existing employment arrangement with the Company. Any material changes or amendments to Mr. Torres’s compensation arrangements in connection with his appointment as the Chief Executive Officer have not yet been determined. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this Current Report on Form 8-K if and when such information is available.

A description of Mr. Torres’s business experience which is required to be disclosed by Item 401(e) of Regulation S-K can be found in the Company’s Annual Report on Form 10-K filed on March 18, 2026 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed with this report, as applicable:

Exhibit No.		Description
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

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.

	TEN HOLDINGS, INC.

Date: May 8, 2026	By:	/s/ Virgilio Torres
		Virgilio Torres Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Ten Holdings names Virgilio Torres CEO and chairman