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  4. [8-K] CleanCore Solutions, Inc. Reports Material Event

CFO pay cut and 80,000 RSUs at CleanCore (NYSE: ZONE)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CleanCore Solutions, Inc. updated the compensation package of its Chief Financial Officer, David J. Enholm. Effective July 1, 2026, his annual base salary was reduced from $75,000 to $62,400 at his request, and he waived cash payout for any unused paid time off.

In return, the company granted Mr. Enholm 80,000 restricted stock units under its 2022 Equity Incentive Plan, each convertible into one share upon vesting. Unvested RSUs fully vest on events such as death, disability, retirement, or termination without cause, and are forfeited on other separations. Both the side letter and RSU agreement include clawback provisions tied to issues with the company’s Form 10-K, allowing suspension, forfeiture, or recoupment of RSUs after notice and response rights.

Positive

  • None.

Negative

  • None.
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.
Prior CFO base salary $75,000 per year Annual base salary before July 1, 2026
New CFO base salary $62,400 per year Effective July 1, 2026 under side letter
RSU award size 80,000 RSUs Granted to CFO under 2022 Equity Incentive Plan
Response period before clawback 15 business days Time for CFO to respond before clawback decision
Restricted Stock Unit financial
"Restricted Stock Unit Award Agreement (the “RSU Agreement”) pursuant to the Company’s 2022 Equity Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
2022 Equity Incentive Plan financial
"pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”)"
clawback regulatory
"The RSU Agreement and the Side Letter contain clawback and forfeiture provisions."
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
Form 10-K regulatory
"if the Form 10-K contains a material misstatement or omission, requires restatement, or becomes the subject of SEC inquiry"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
material misstatement or omission regulatory
"if the Form 10-K contains a material misstatement or omission, requires restatement, or becomes the subject of SEC inquiry"
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FAQ

How did CleanCore (ZONE) change its CFO’s base salary?
CleanCore reduced CFO David J. Enholm’s annual base salary from $75,000 to $62,400 effective July 1, 2026. The reduction was made voluntarily at his request and paid according to the company’s normal payroll practices.

What equity did CleanCore (ZONE) grant its CFO in this 8-K?
CleanCore granted CFO David J. Enholm 80,000 restricted stock units under its 2022 Equity Incentive Plan. Each RSU represents one share of common stock upon vesting, providing equity-based compensation in exchange for salary changes and other concessions.

How do the new RSUs for CleanCore (ZONE)’s CFO vest and forfeit?
The RSUs vest in specified installments and fully vest if Mr. Enholm dies, becomes disabled, retires, or is terminated without cause. If his service ends for any other reason, any unvested RSUs are automatically forfeited under the award terms.

What paid time off rights did the CleanCore (ZONE) CFO waive?
Mr. Enholm waived all rights to receive any cash payment for accrued or unused paid time off upon future termination. This waiver is part of the consideration for receiving the RSU award and the amended compensation terms outlined in the side letter.

What clawback provisions apply to the CleanCore (ZONE) CFO’s RSUs?
If the Form 10-K has a material misstatement, omission, restatement, or becomes subject to SEC inquiry or enforcement, the Compensation Committee may suspend vesting, cancel unvested RSUs, or recoup vested RSUs, shares, or sale proceeds, after giving notice and at least fifteen business days to respond.

Does CleanCore (ZONE) keep the CFO’s original employment agreement in effect?
Yes. Except for the specific compensation-related changes in the side letter, Mr. Enholm’s original Employment Agreement dated March 27, 2023, as amended, remains in full force and effect according to the filing’s description.
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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): June 30, 2026

 

CLEANCORE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   001-42033   88-4042082
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

5920 S. 118th Circle, Omaha, NE   68137
(Address of principal executive offices)   (Zip Code)

 

(877) 860-3030
(Registrant’s telephone number, including area code)

 

 
(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, par value $0.0001 per share   ZONE   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

Side Letter Agreement and RSU Agreement with David J. Enholm

 

On June 30, 2026, CleanCore Solutions, Inc. (the “Company”) entered into a Side Letter Agreement (the “Side Letter”) with David J. Enholm, the Company’s Chief Financial Officer, amending certain compensation terms of Mr. Enholm’s existing Employment Agreement dated March 27, 2023, as amended (the “Employment Agreement”). Concurrently, the Company and Mr. Enholm entered into a Restricted Stock Unit Award Agreement (the “RSU Agreement”) pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”).

 

Pursuant to the Side Letter, effective July 1, 2026, Mr. Enholm’s annual base salary was reduced from $75,000 to $62,400, payable in accordance with the Company’s normal payroll practices. The salary adjustment was made voluntarily at Mr. Enholm’s request, and Mr. Enholm has waived any claim that such reduction constitutes a breach of the Employment Agreement or “good reason” for resignation thereunder. In addition, Mr. Enholm waived any and all rights to receive a cash payment for accrued or unused paid time off upon any future termination of employment with the Company.

 

In consideration of the salary adjustment, the PTO waiver, and Mr. Enholm’s continued service to the Company, the Company granted Mr. Enholm 80,000 restricted stock units (the “RSU Award”) under the Plan, pursuant to the RSU Agreement. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The RSU Award vests in two installments as follows:

 

●40,000 RSUs vested on July 1, 2026; and

 

●40,000 RSUs will vest upon the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2026, with the Securities and Exchange Commission, subject to Mr. Enholm’s continued service through the date of such filing.

 

In the event of Mr. Enholm’s death, disability, retirement, or termination by the Company without cause, all unvested RSUs will become fully vested. If Mr. Enholm’s service terminates for any other reason, any unvested RSUs will be automatically forfeited.

 

The RSU Agreement and the Side Letter contain clawback and forfeiture provisions. Under both agreements, if the Form 10-K contains a material misstatement or omission, requires restatement, or becomes the subject of SEC inquiry or enforcement action, the Compensation Committee may suspend vesting, cancel or forfeit unvested RSUs, and require recoupment of vested RSUs, shares, or sale proceeds to the extent required by applicable law or, in its good faith discretion, attributable to Mr. Enholm’s conduct. Prior to any such determination, Mr. Enholm is entitled to written notice and at least fifteen business days to respond.

 

Except as expressly amended by the Side Letter, Mr. Enholm’s Employment Agreement remains in full force and effect.

 

The foregoing descriptions of the Side Letter and the RSU Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Side Letter Agreement, dated June 30, 2026, by and between CleanCore Solutions, Inc. and David J. Enholm
10.2   Restricted Stock Unit Award Agreement, dated June 30, 2026, by and between CleanCore Solutions, Inc. and David J. Enholm
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.

 

Date: July 7, 2026 CLEANCORE SOLUTIONS, INC.
   
  /s/ Tyler Hassen
  Name: Tyler Hassen
  Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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