iANTHUS CAPITAL HOLDINGS, INC. 8-K

What Happened
iAnthus Capital Holdings, Inc. filed an 8-K (filed May 5, 2026) reporting that Justin Vu resigned as Chief Financial Officer and all other company positions effective upon the appointment of Jason Ware as CFO on April 29, 2026. Mr. Ware (age 52) joins with 20+ years of finance experience at public and consumer brands (most recently Genesco) and began his role under a new employment agreement effective April 29, 2026. Mr. Vu will provide transitional consulting services for up to six weeks beginning April 29, 2026.

Key Details

• New CFO compensation: base salary $325,000 and annual target bonus 50% of base (minimum 0%, max 200%); first-year guaranteed bonus of $100,000. 2026 bonus payable on or around April 15, 2027 (must be employed on payment date unless Company terminates without Cause).
• Equity grant: Mr. Ware will receive RSUs valued at $300,000 (based on closing price on grant date) that vest in three equal annual installments; full vesting on a Change of Control.
• Severance and change-of-control protection: if terminated without Cause or resigns for Good Reason, Ware is eligible for 12 months' base salary, accelerated RSU vesting, COBRA premium support up to 12 months, and other accrued pay; in a Change of Control within certain windows, Ware would receive 18 months' base salary plus prior 12‑month target bonus and accelerated RSU vesting (subject to release).
• Vu separation: under a Separation Agreement Vu will receive $17,307 cash severance, COBRA premium reimbursement through Dec 31, 2026, accelerated vesting of one-third of his previously issued unvested RSUs, and up to six weeks of consulting at his base salary (company may terminate consulting at any time).

Why It Matters
This 8-K signals a leadership change at the finance function—important for investors who watch financial reporting, guidance and capital allocation decisions. The new CFO’s compensation mixes cash and equity with standard vesting and change‑of‑control protections, which aligns incentives to company performance and potential transactions. Vu’s limited severance and short consulting arrangement aim to provide continuity during the transition.