Aramark 8-K

What Happened

• Aramark (ARMK) filed an 8-K on Feb 20, 2026 reporting that its Compensation and Human Resources Committee approved special restricted stock unit (RSU) grants on Feb 17, 2026. Each grant has a grant-date fair value of $3,000,000 and is effective as of Feb 19, 2026.
• The grants were made to Marc Bruno, Chief Operating Officer, U.S. Food and Facilities, and Carl Mittleman, Chief Operating Officer, International. Vesting for each grant occurs on the earlier of (i) the third anniversary of the grant date and (ii) six months after a successor CEO appointed by the Board begins active employment (subject to the executive’s continued employment). The RSUs include accelerated vesting for certain qualifying terminations (excluding voluntary retirement).

Key Details

• Grant approvals: Compensation Committee approved on Feb 17, 2026; grant date effective Feb 19, 2026.
• Award size: $3,000,000 grant-date fair value for each of Marc Bruno and Carl Mittleman (total disclosed = $6,000,000).
• Vesting trigger: Earlier of 3rd anniversary of grant or six months after Board-appointed permanent CEO starts (subject to continued employment).
• Acceleration: Accelerated vesting allowed for certain qualifying terminations; voluntary retirement is not a qualifying event under the disclosed terms.

Why It Matters

• These grants tie significant executive compensation to retention and the company’s CEO succession timeline, signaling the Board’s focus on orderly leadership transition and retaining key operations leaders.
• For investors, the grants represent near-term compensation expense (totaling $6M in grant-date fair value) and potential future share issuance upon vesting, which can modestly affect dilution and reported compensation expense in upcoming periods.
• The filing is a material disclosure about executive pay and succession planning; it does not announce a CEO departure or appointment, but links award vesting to the future CEO succession date as defined by the Board.