UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~May 519, ~~2025~~2026

THE DAVEY TREE EXPERT COMPANY

(Exact name of registrant as specified in its charter)


Ohio	000-11917	34-0176110
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)

1500 North Mantua Street

P.O. Box 5193

Kent, OH 44240

(Address of principal executive offices) (Zip Code)

(330) 673-9511

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Holders

~~On December 5, 2025, Charles D. Stapleton notified the Board of Directors (the “Board”) of~~ The ~~Davey Tree Expert~~ Company ~~(the~~held ~~“Company”)~~its ofAnnual ~~his~~Meeting ~~intention~~on toMay ~~retire~~19, as2026. aThere ~~director~~were of39,591,127 ~~the~~shares ~~Company~~represented ~~effective on the expiration of his current term~~ at the ~~Company’s~~Annual ~~2026~~Meeting ~~annual~~either ~~meeting~~in ofperson, ~~shareholders. The~~online ~~Board~~or ~~intends~~by toproxy, ~~nominate~~which represented a ~~candidate to replace Mr~~quorum. ~~Stapleton~~Shareholders toof ~~stand for election as a director at~~ the ~~2026~~Company ~~annual~~voted ~~meeting~~on ofthree ~~shareholders~~proposals. ~~Mr.~~There ~~Stapleton’s~~were ~~decision~~no ~~was~~broker ~~not~~nonvotes ~~due to any disagreement with the Company~~ on any ~~matter~~proposal ~~relating~~at to the ~~Company’s~~Annual ~~operations, policies, or practices~~Meeting.

OnPROPOSAL ~~December~~ONE 5,- ~~2025,~~ELECTION ~~the~~OF ~~Board appointed James E~~DIRECTORS. ~~Doyle~~Elected tothe ~~President,~~following ~~Davey~~nominees ~~Tree~~named ~~Expert~~in ~~Co.~~the ofProxy ~~Canada,~~Statement ~~Limited,~~to ~~effective~~serve ~~January~~as 1,directors ~~2026. Mr.~~for ~~Doyle~~the ~~has~~term ~~served~~expiring ason the ~~Executive~~date ~~Vice~~of ~~President~~the ~~and~~Company’s ~~General~~2029 ~~Manager,~~Annual ~~Davey~~Meeting ~~Tree Expert Co.~~ of ~~Canada,~~Shareholders ~~Limited~~with ~~since~~the ~~May~~following ~~2014.~~votes:

On December 5, 2025, the Board appointed Brent R. Repenning to President, Specialized Services and Emerging Businesses, effective January 1, 2026. Mr. Repenning has served as Executive Vice President, U.S. Utility and Davey Resource Group since July 2017.


	Number of Shares
	For	Withheld
Patrick M. Covey	30,175,248	256,996
Jerome P. Grisko, Jr.	27,364,517	3,067,727
Thomas A. Haught	28,406,536	2,025,708

OnAdditional ~~December~~Directors 5,whose ~~2025,~~terms ~~the~~in ~~Board~~office ~~appointed~~as ~~Erika~~Directors J.continued ~~Schoenberger~~after tothe ~~President,~~Annual ~~Davey~~Meeting ~~Tree~~were ~~Surgery~~Alejandra ~~Company~~Evans, ~~effective~~Matthew ~~January~~C. 1Harris, ~~2026,~~Catherine inM. ~~addition to her roles as General Counsel~~Kilbane, ~~and~~Joseph ~~Secretary~~E. ~~Ms.~~McNeely ~~Schoenberger has served as General Counsel~~ and ~~Senior~~Joseph ~~Vice President since January 2025 and as Vice President and General Counsel and Secretary since May 2021 and as Assistant Secretary since September 2018~~R. ~~Ms.~~ ~~Schoenberger joined the Company in August 2018 as Vice President and General Counsel~~Paul.

~~See~~PROPOSAL ~~the~~TWO ~~Compensation~~- ~~Discussion~~ADVISORY &APPROVAL ~~Analysis~~OF ~~section~~THE ofCOMPENSATION ~~the~~OF ~~Company’s~~OUR ~~most~~NAMED ~~recent~~EXECUTIVE ~~proxy~~OFFICERS. ~~statement~~To ~~filed~~approve, ~~with the Securities and Exchange Commission~~ on ~~April~~an 4advisory, ~~2025~~nonbinding basis, ~~for~~the acompensation ~~description~~ of the ~~Company’s~~Named ~~executive~~Executive ~~compensation~~Officers, ~~program~~as ~~and~~described ~~award~~in ~~terms.~~the Proxy Statement.

There are no arrangements or understandings between Mr. Doyle, Mr. Repenning or Ms. Schoenberger and any other person pursuant to which they were selected to serve, and there are no family relationships between Mr. Doyle, Mr. Repenning and Ms. Schoenberger and any other director or executive officer of the Company. The Company has not entered into any transactions with Mr. Doyle, Mr. Repenning or Ms. Schoenberger that are reportable pursuant to Item 404(a) of Regulation S-K.

Number of Shares

For

Against

Abstain

Proposal 2

25,221,726

811,090

4,399,428

PROPOSAL THREE - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 with the following votes:

Number of Shares

For

Against

Abstain

Proposal 3

29,313,165

608,549

510,530


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description to Exhibit
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			THE DAVEY TREE EXPERT COMPANY

By:			/s/ Joseph R. Paul
			Joseph R. Paul, Executive Vice President, Chief Financial Officer and Assistant Secretary and Director

Date: ~~December~~May 1122, ~~2025~~2026

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