Oncology Institute, Inc. 8-K

What Happened

• The Oncology Institute, Inc. (TOI) announced by unanimous written consent that Kimberly Tzoumakas was appointed to its Board of Directors effective February 23, 2026. The Nominating and Corporate Governance Committee concluded she is independent under Nasdaq rules.
• The company issued a press release the same day (attached as Exhibit 99.1 to the 8-K). Ms. Tzoumakas has not yet been assigned to any board committees and her term will expire at the next annual meeting, when management expects to nominate her for election.

Key Details

• Appointment date: February 23, 2026.
• Cash compensation: Ms. Tzoumakas will receive $75,000 per year, paid quarterly, under the company’s non-employee director compensation program.
• Equity: She will be granted restricted stock units (RSUs) for board service; the grant date and terms will be set later.
• Corporate governance: Board found her to meet Nasdaq independence requirements; there are no reportable related-person arrangements or transactions.

Why It Matters

• Board composition change: Filling the vacancy strengthens TOI’s board and maintains compliance with Nasdaq independence standards, which can affect governance ratings and investor confidence.
• Modest financial impact: Compensation consists of a $75k annual cash retainer plus RSUs; this is routine for non-employee directors and not expected to materially affect results.
• What to watch next: Investors may watch committee assignments, the upcoming RSU grant, and whether Ms. Tzoumakas is elected at the next annual meeting as part of management’s slate.