Purple Innovation, Inc. 8-K

What Happened

• Purple Innovation, Inc. (PRPL) filed an 8-K on July 7, 2026 disclosing two main items. On July 4, 2026 the Board and CEO Robert T. DeMartini agreed to an amendment to his employment agreement that adds an incremental $1,000,000 cash bonus with a staged vesting schedule and modifies RSU/PSU vesting on retirement.
• At a Special Meeting on July 2, 2026, shareholders approved amending the certificate of incorporation to permit a reverse stock split of Class A and Class B common stock at a ratio the Board may choose between 1-for-10 and 1-for-30, and also approved adjournment authority to continue soliciting votes if needed.

Key Details

• CEO amendment: $1,000,000 incremental cash bonus vesting 10% on Oct 31, 2026; 20% on Feb 28, 2027; and 70% on June 30, 2027, subject to continued employment and restrictions if terminated for cause before June 30, 2027.
• Retirement vesting change: upon retirement (subject to conditions) unvested time-based RSUs will vest as if the CEO remained employed for an additional 12 months; performance-based PSUs will be eligible to vest pro rata based on achieved performance relative to active employees.
• Reverse split vote results: Approval of reverse stock split — For: 88,192,268; Against: 3,151,908; Abstain: 3,099; Broker non-votes: 1.
• Adjournment vote results: For adjournment — For: 86,887,126; Against: 2,075,130; Abstain: 2,385,017; Broker non-votes: 3.

Why It Matters

• The CEO amendment is intended to retain and incentivize the CEO through mid-2027 by adding a $1M staged cash bonus and altering equity vesting on retirement; investors should note the specific vesting dates and conditions that restrict payment if employment ends for cause.
• The reverse stock split authorization allows the Board to consolidate shares at a ratio between 1-for-10 and 1-for-30. A reverse split would reduce the number of outstanding shares and increase the per-share price proportionally (ownership percentages typically remain the same), and may be used to address listing or market-price considerations; the Board has not yet selected the final ratio or effective date.