Accendra HealthACH

SEC filing on 2026-08-10: 8-K, 8-K filing: entered a material agreement; charter or bylaws change; Regulation FD disclosure.

What the filing says (its own text, every fact in the card must come from here, and NAME the specific person, role and date it gives): false --12-31 0000075252 0000075252 2026-08-09 2026-08-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 9, 2026 Accendra Health, Inc. (Exact name of registrant as specified in its charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 4435 Waterfront Drive, Suite 300 Glen Allen , Virginia 23060 (Address, including zip code, of principal executive offices) ( 804 ) 277-4304 (Registrant's telephone number, including area code) 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 (see General Instruction A.2): 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 Common Stock, $2.00 par value per share ACH New York Stock Exchange 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 1.01. Entry into a Material Definitive Agreement. The board of directors (the "Board of Directors") of Accendra Health, Inc. (the "Company") has taken actions to facilitate the Company's ability to preserve its net operating losses ("NOLs") and certain other tax attributes. In connection therewith, on August 9, 2026, the Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each share of Common Stock, par value $ 2.00 per share, of the Company (the "Common Shares") outstanding on August 20, 2026 (the "Record Date") to the shareholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Section 382 Rights Agreement (the "Tax Asset Preservation Plan"), dated as of August 10, 2026, between the Company and Computershare Trust Company, N.A., as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Cumulative Preferred Stock, par value $100 per share, of the Company (the "Preferred Shares") at a price of $15.00 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment. All capitalized terms used but not defined herein shall have the meaning given to them in the Tax Asset Preservation Plan. The purpose of the Tax Asset Preservation Plan is to facilitate the Company's ability to preserve its NOLs and its other tax attributes in order to be able to offset potential future taxable income for U.S. federal income tax purposes. The Company's ability to use its NOLs and other tax attributes would be substantially limited if it experiences an "ownership change," as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain "5-percent shareholders," as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Tax Asset Preservation Plan is intended to, among other things, reduce the likelihood of an ownership change under Section 382 of the Code by deterring any Person or group of affiliated or associated Persons from acquiring Beneficial Ownership (as defined below) of 4.9% or more of the outstanding Common Shares. The Rights are in all respects subject to and governed by the provisions of the Tax Asset Preservation Plan. The following description of the Tax Asset Preservation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Asset Preservation Plan, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. Distribution Date; Exercisability; Expiration Initially, the Rights will be attached to all Common Share certificates (or other evidence of book-entry or other uncertificated ownership) and no separate certificates evidencing the Rights ("Right Certificates") will be issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares. As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all such Common Shares will have Rights attached (subject to certain limited exceptions). The Rights will separate and begin trading separately from the Common Shares, and Right Certificates will be caused to evidence the Rights, on the earlier to occur of (i) the Close of Business on the tenth day following the acquisition of Beneficial Ownership of 4.9% or more of the outstanding Common Shares by a Person or group of affiliated or associated Persons (an "Acquiring Person") (or, in the event that the Board of Directors determines to effect an exchange in accordance with the terms of the Tax Asset Preservation Plan and the Board of Directors

Source: 8-K filing

SEC filing on 2026-08-10: 8-K, 8-K filing: executive or director change; Regulation FD disclosure.

What the filing says (its own text, every fact in the card must come from here, and NAME the specific person, role and date it gives): false 0000075252 0000075252 2026-08-10 2026-08-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 10, 2026 Accendra Health, Inc. (Exact name of registrant as specified in its charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 4435 Waterfront Drive, Suite 300 , Glen Allen , Virginia 23060 (Address of principal executive offices) (Zip Code) ( 804 ) 277-4304 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $2 par value per share ACH New York Stock Exchange 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 (see General Instruction A.2. below): 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)) 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2026, Accendra Health, Inc. (the "Company") announced that Edward A. Pesicka, President, Chief Executive Officer & Director of the Company, notified the board of directors (the "Board") of the Company of his intention to retire and step down from the Board by the end of 2026, or such earlier time as a successor is appointed. Mr. Pesicka's decision to retire is not the result of any disagreement with the Company regarding any matter relating to the Company's operations, policies or practices. The Board has commenced a process to evaluate and select the candidate to succeed Mr. Pesicka. Item 7.01 Regulation FD Disclosure. On August 10, 2026, the Company issued a press release announcing Mr. Pesicka's intent to retire. The Company is furnishing the press release attached hereto as Exhibit 99.1 pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated August 10, 2026 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) SIGNATURES 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. ACCENDRA HEALTH, INC. August 10, 2026 /s/ Jonathan A. Leon Jonathan A. Leon Executive Vice President and Chief Financial Officer

Source: 8-K filing

Accendra lost about 19 cents per share last quarter, more than the 8 cents analysts expected. Revenue of $610 million also came in slightly lower than the $630 million target. The company is currently in the middle of a massive shift, moving away from its old hospital supply business to focus entirely on delivering medical gear like CPAP machines directly to patients' homes.

CEO Ed Pesicka also announced he will retire by the end of 2026. This adds a layer of uncertainty just as the company is trying to manage a heavy $1.97 billion debt load. While the company did pay down $385 million in debt this quarter and cut costs after losing a major insurance partner, the leadership change means a new person will have to finish this high-stakes recovery.

See the full quarter, and how our tracked metrics did

Source: 8-K filing