REALLOYS INC. 8-K

What Happened
REalloys Inc. announced on June 24, 2026 that Chief Financial Officer Robert Winspear resigned effective that date and entered a Separation Agreement. The company’s Board immediately appointed Craig Cunningham (age 43) as Chief Financial Officer effective June 24, 2026; Cunningham will serve as CFO on an independent contractor basis through Provenance Advisors Inc.

Key Details

• Robert Winspear’s Separation Agreement provides: a $200,000 lump-sum severance (less tax withholdings); 20,000 fully vested restricted shares under the 2025 Long-Term Incentive Plan (subject to a lock-up); an additional lump-sum cash payment to cover estimated personal income/employment taxes on the vested shares; and up to 12 months of limited consulting availability. The company stated the resignation was not due to disagreement with the company.
• Craig Cunningham’s Consulting Agreement (with Provenance Advisors) starts June 24, 2026 for an initial 24-month term (auto-renews). Compensation: $55,000/month ($660,000 annualized) base consulting fee; annual bonus target 100% of base (max 150%); initial long-term incentive award target value 150% of annualized base ($990,000) to be granted within 30 days (50% vests at grant, 50% on first anniversary).
• Severance protections for Cunningham: if terminated without Cause or for Good Reason, he may receive an 18‑month cash payment (plus other items and accelerated vesting); on a qualifying change-in-control termination, enhanced severance includes 24 months’ cash, 200% of target bonus and full acceleration of time‑based equity.
• Director change: Joseph Sawyer resigned from the Board effective June 29, 2026; the Board does not currently plan to fill the vacancy. No disagreements with the company were reported in his resignation.

Why It Matters
This filing signals a leadership change in REalloys’ finance function with potential near-term costs (Winspear severance and the consulting arrangement for Cunningham) and equity awards that could have modest dilution impact (20,000 restricted shares plus Cunningham’s incentive awards). For investors, the company emphasizes continuity (Cunningham previously consulted for REalloys and has related industry CFO experience) and contractual protections that could result in significant cash or equity payments if certain termination or change-in-control events occur. The board vacancy from Sawyer’s resignation is currently unfilled.