Accendra Health Inc 8-K, filed Sep 17, 2026
Accendra Health Inc/Va/ (ACH)
About this 8-K
Accendra Health Inc filed this 8-K on September 17, 2026, reporting on events of September 16, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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):
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Emerging growth company
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2026, Accendra Health, Inc. (the “Company” or “Accendra Health”) announced that it named Kenneth Gardner-Smith as the Company’s next President and Chief Executive Officer. Mr. Gardner-Smith, who has served on the Company’s Board of Directors since March 2022, is expected to assume the role early in the fourth quarter 2026. He will succeed Edward A. Pesicka, who previously announced his intent to retire in August. Mr. Pesicka will remain in the role of President and CEO until Mr. Gardner-Smith assumes the role, at which point Mr. Pesicka will also retire from the Board of Directors, as previously announced. Mr. Pesicka will continue to serve as an advisor to Mr. Gardner-Smith and the Company’s leadership team to ensure a smooth transition. Mr. Gardner-Smith will continue to serve on the Accendra Health Board of Directors and the Board’s Executive Committee as a non-independent director and will step down from his roles on the Our People & Culture and Audit Committees of the Board. These roles will be filled by an independent Board member.
Biographical information regarding Mr. Gardner-Smith is set forth in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on April 2, 2026 and such information is incorporated by reference herein. Except for the arrangements described in this Current Report on Form 8-K, Mr. Gardner-Smith is not a party to any transaction, and there is no currently proposed transaction with Mr. Gardner-Smith, that is required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Gardner-Smith and any of the Company’s directors or executive officers. Mr. Gardner-Smith is not a party to any arrangement or understanding regarding his selection as an officer.
On September 16, 2026, the Company entered into an offer letter with Mr. Gardner-Smith describing the terms of his employment with Accendra Health (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Gardner-Smith will be entitled to: (i) an annual base salary of $1,000,000 and will be eligible for a target annual cash bonus under the Company’s 2026 Annual Incentive Plan equal to 130% of his base salary, prorated to reflect the period he is employed during the fiscal 2026 year; (ii) participation in the Company’s annual long-term incentive program, with a target grant date fair value for Mr. Gardner-Smith’s annual equity award of $6,000,000, with the 2026 awards to be granted 25% in restricted stock units of the Company, 25% in stock-settled performance share units of the Company (“PSUs”) and 50% in cash-settled PSUs; (iii) a one-time sign-on cash bonus of $650,000, which shall be payable following six months of employment with the Company, subject to repayment in the event Mr. Gardner-Smith voluntarily resigns without Good Reason (as defined in the Executive Change in Control Severance Agreement) within 24 months of his employment commencement date; (iv) a one-time inducement grant of cash-settled stock appreciation rights with a target value of $2,000,000, which have a ten-year term and vest in equal annual installments over three years, first becoming exercisable upon the three-year anniversary of the grant date; and (v) participation in the Company’s group benefit programs. Mr. Gardner-Smith will be covered by the Company’s Officer Severance Policy dated February 27, 2025 (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) and will enter into an Executive Change in Control Severance Agreement in substantially the form filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 17, 2026, the Company issued a press release announcing the planned appointment of Mr. Gardner-Smith as President and Chief Executive Officer and Scott Lloyd to role of Chief Commercial Officer of the Company. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Exhibit 99.1 is being furnished 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 8.01. | Other Matters. |
Accendra Health also today named Scott Lloyd to the role of Chief Commercial Officer, effective October 5, 2026. Mr. Lloyd most recently served as Chief Development and Strategy Officer at Evergreen Nephrology. Prior to that, Mr. Lloyd co-founded and built Extrakare LLC, a durable medical equipment company. The Company created the position to bring commercial strategy, sales, and provider and payor partnerships under a single leader, simplifying the commercial structure, instilling greater discipline and accountability, and driving renewed focus on growth as Accendra Health scales as a pure-play home-based care company. Mr. Lloyd will report to the Chief Executive Officer and serve on the executive leadership team.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
| Description |
10.1 | | Offer Letter, accepted September 16, 2026, between the Company and Kenneth Gardner-Smith. |
99.1 |
| Press Release of the Company, dated September 17, 2026 (furnished pursuant to Item 7.01). |
104 |
| Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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 thereunto duly authorized.
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September 17, 2026 | | /s/ Heath H. Galloway | ||
| | | Heath H. Galloway | |
| | | Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 10.1
| September 7, 2026 Mr. Kenneth Gardner-Smith 5195 SW 75th Street Miami, FL 33143 Dear Kenny: This letter confirms our conversations regarding you joining Accendra Health (the “Company”) as President and Chief Executive Officer. This letter establishes and details the terms of your offer of employment. This letter is not an employment contract and should not be construed as such, but it is intended to provide a detailed understanding of your compensation, benefits, and the terms and conditions of your employment. All amounts paid to you in connection with your employment, in whatever form, will be subject to withholding for taxes and other deductions as required by law. This offer letter shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. Compensation: Start Date: October 1, 2026, or as mutually agreed. This offer will expire if not accepted by September 18, 2026. Position Title: President and Chief Executive Officer. You will also remain a member of the Board of Directors of the Company (the “Board”) following your election to such position. You will not render commercial or professional services to any other person or organization while employed by the Company, whether or not for compensation, without prior Board approval. You may continue your current professional and non-profit board roles, but any additional board service requires Board approval. Base Salary: Your starting annualized base salary will be $1,000,000, paid bi-weekly. Your base salary will be reviewed at least annually for possible adjustments by the Our People & Culture Committee. Docusign Envelope ID: 844B85AC-AE8D-8C2E-8109-45A86F4870A1 |
| 2 Annual Incentive: You will be eligible to participate in the Company’s Annual Incentive Program (“AIP”) with a target opportunity of 130% of base salary. Terms and conditions for the 2026 AIP shall be those approved for other members of the Company Leadership Team (“CLT”). Your 2026 AIP opportunity will be prorated to reflect the period you are employed during the 2026 fiscal year. To earn an AIP payment, you must remain continuously employed through the payment date. Annual LTI: You will be eligible to participate in the Company’s annual equity award program with a target grant date value of $6,000,000. All LTI awards are subject to Board approval and are governed by the applicable plan documents and award agreements. Your 2026 LTI award at target will be granted on the following terms: • Mix: 25% RSUs, 25% stock-settled PSUs, and 50% cash-settled PSUs • PSU performance measured 100% on relative TSR, and otherwise based on the same terms and conditions as other CLT members for 2026 • Target value converted to RSUs or PSUs using a share price of $5.29 • Maximum PSU payout: 300% of target • Maximum cash-settled PSU payout: 4x target value Cash Sign-On Bonus: You will be eligible to receive a cash sign-on bonus in the gross amount of $650,000, payable following six months of employment with the Company. If you voluntarily resign from your employment without Good Reason within the first 24 months of your employment, you agree to repay to the Company the full amount of the cash sign-on bonus. For purposes of this offer letter, Good Reason shall have the meaning set forth in the Executive Change in Control Severance Agreement. Docusign Envelope ID: 844B85AC-AE8D-8C2E-8109-45A86F4870A1 |
| 3 Inducement Grant: You will be eligible to receive an inducement grant with a target value of $2,000,000 on the following terms: • Instrument: Cash-settled SARs • Target value converted to SARs using grant date stock price, adjusted for Black-Scholes valuation • Ten-year term; vesting 1/3 annually; exercisable after three years • Maximum payout: 20x target value ($40M) Group Benefits: You will be eligible for all current Company group benefit programs (e.g., health, dental, life insurance, disability, 401(k), etc.) as described below, subject to the terms and conditions of the applicable plan or program document as in effect from time to time. The Company reserves the right to modify, amend, suspend or terminate any plan at any time without prior notice. 401(k) Plan: Following 30 days of employment, you will be eligible to defer into the Company’s 401(k) plan (subject to IRS limitations). After one year of service, you will be eligible to receive a Company match of 100% on the first 3% of base salary. Health Dental & Vision Insurance: You will be eligible to participate in the Company's health, dental, and vision insurance programs beginning on your initial date of hire with 31 days to enroll. Flexible Benefit Program: You may set aside pre-tax dollars for health care and dependent care expenses through tax-advantaged accounts, subject to IRS rules. Vacation: Following 90 days of employment, you will participate in the Company’s Flexible PTO Program, which allows you to take time off as needed while still meeting your work obligations. Docusign Envelope ID: 844B85AC-AE8D-8C2E-8109-45A86F4870A1 |
| 4 Life Insurance: Upon employment, you will be eligible for basic life coverage of $10,000 and you may elect supplemental coverage for yourself, a spouse, and/or dependents. Disability: You may participate in the Company’s teammate-paid short-term and long-term disability programs. Executive Benefits: As an executive officer, you will be eligible for additional fringe benefits as summarized below. All benefits are governed by the applicable plan documents and may be amended or terminated in accordance with their terms. Change in Control: You will be offered an Executive Change in Control Severance Agreement providing benefits upon a qualifying termination following a “change in control” of the Company. Officer Severance: You will be eligible for severance upon a qualifying termination under the Company’s Officer Severance Policy. Tax, Financial Planning: You will be eligible for a $15,000 annual allowance for tax and financial planning services from a firm of your choice (excluding the Company’s independent auditor). Executive Physical: You will be eligible for a Company-paid annual executive physical and membership in a medical concierge service. Conditions of Employment: This offer is contingent upon the satisfactory completion of your background check, reference check, employment verification, and all other applicable checks. You will also be required to complete new hire forms and related documentation, in accordance with Company policy, and you will be required to produce documents establishing your identity and authorization for employment in the United States on your first day of work. Additionally, please note that your employment with the Company is on an at-will basis, meaning that either you or the Company Docusign Envelope ID: 844B85AC-AE8D-8C2E-8109-45A86F4870A1 |
| 5 can terminate the employment relationship at any time and for any lawful reason or no reason. You hereby authorize the Company to conduct background checks on you from time to time, subject to applicable law. By signing below, you represent that you have never been debarred, suspended, or otherwise declared ineligible to participate in any federal healthcare or other programs. You further represent that accepting this offer and commencing employment will not violate, conflict with, or breach (i) any agreement to which you are a party, including any employment agreement or any non-competition, non-solicitation, confidentiality, or other restrictive covenant with any current or former employer or third party, or (ii) any policy or rule applicable to you from any current or former employer. You represent that you will not provide the Company with or use or disclose in the course of your employment, any confidential, proprietary, or legally protected information belonging to any current or former employer or third party. If you have questions about the ownership of any documents or information, you should discuss them with your current or former employer(s) before removing or copying such materials. You also acknowledge that you have reviewed the terms and conditions contained herein and there are no other terms, agreements, or promises, verbal or written, outside of this offer letter. Finally, you agree to follow the Company’s policies, procedures, and directives in effect during your employment. We are delighted at the prospect of you joining our team and look forward to welcoming you to Accendra Health. Please do not hesitate to reach out to me if you have any questions or if you would like to discuss further. Sincerely, Mark Beck Chair of the Board of Directors Accendra Health, Inc. Acceptance of Offer as Presented: Date: Kenneth Gardner-Smith Docusign Envelope ID: 844B85AC-AE8D-8C2E-8109-45A86F4870A1 9/16/2026 |
Exhibit 99.1
Accendra Health Names Kenneth Gardner-Smith as President and Chief Executive Officer to Lead the Company’s Next Chapter of Growth
Gardner-Smith to Succeed Ed Pesicka Following Previously Announced Retirement
Company Announces Scott Lloyd as Chief Commercial Officer
Richmond, VA – September 17, 2026 – Accendra Health, Inc. (NYSE: ACH) (the “Company”) today named Kenneth Gardner-Smith as the Company’s next President and Chief Executive Officer. Gardner-Smith, who has served on the Company’s Board of Directors since March 2022, is expected to assume the role early in the fourth quarter 2026. He will succeed Edward A. Pesicka, who announced his intent to retire in August.
Gardner-Smith brings deep experience running large-scale patient care operations and guiding transformations. He currently serves as Chief Executive Officer of Veritas Veterinary Partners, a national specialty and emergency veterinary platform, where he spearheaded a strategy reset and executive rebuild that delivered double-digit average quarterly revenue growth and significant margin expansion throughout his tenure since 2024. Prior to that, Gardner-Smith served in a variety of operating roles over 13 years at DaVita, including nine years as a senior P&L owner managing $1.5 billion in operations and most recently as a senior executive, where he supported teams across more than 3,000 facilities in 13 countries.
Gardner-Smith has been part of the Board’s long-term executive succession planning for several years, having been identified as a potential successor soon after joining the Board. He was selected following a comprehensive search process that considered both internal and external candidates. The Board is confident that Gardner-Smith is the optimal leader to guide Accendra Health into its next chapter. He brings a combination of attributes uniquely well-suited to this moment: the operating experience of an outside healthcare executive, paired with the firsthand knowledge of the Company’s strategy, culture, and people. Gardner-Smith was also involved in the Board’s annual strategic planning process and will leverage his strong track record to execute on key initiatives that accelerate growth in higher-margin categories, enhance operating efficiency, and drive continued investment in the business.
“We are thrilled to welcome Kenny as Accendra Health’s next President and Chief Executive Officer,” said Mark Beck, Chair of Accendra Health's Board of Directors. “Kenny brings more than 15 years of operating leadership in reimbursement-driven healthcare and deep knowledge of our strategy and operations, making him the Board’s unanimous choice to lead Accendra Health. I look forward to partnering closely with him and the leadership team to build on the steps the Company has taken in the past year and deliver on the significant opportunities ahead.”
Beck continued, “On behalf of the Board, I want to thank Ed Pesicka for his more than seven years of leadership. Thanks to his efforts, Kenny inherits a strong foundation with enhanced financial flexibility to pursue greater efficiency and growth.”
“I’m proud to lead Accendra Health as we enter this next chapter,” said Kenneth Gardner-Smith, incoming President and Chief Executive Officer. “Having served on the Board since 2022, I’ve had a front-row seat to Accendra Health’s transformation into a pure-play home-based care company. My priority now is to build on our progress and invest in the business to drive long-term growth and stability, all while keeping patients, providers, and partners at the center of everything we do. I’m confident we have the right strategy to get there, and I'm looking forward to building on Ed's legacy alongside the team.”
Pesicka will remain in his role of President and CEO until Gardner-Smith assumes the role, at which point he will also retire from the Board of Directors, as previously announced. He will continue to serve as an advisor to Gardner-Smith and the leadership team to ensure a smooth transition. Importantly, the Company expects no disruption to its operations or its ability to serve patients, providers, and partners throughout the transition.
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Gardner-Smith will continue to serve on the Accendra Health Board of Directors and the Board’s Executive Committee as a non-independent director and will step down from his roles on the Our People & Culture and Audit Committees.
Chief Commercial Officer
Accendra Health also today named Scott Lloyd to the role of Chief Commercial Officer, effective October 5, 2026. The Company created the position to bring commercial strategy, sales, and provider and payor partnerships under a single leader, simplifying the commercial structure, instilling greater discipline and accountability, and driving renewed focus on growth as Accendra Health scales as a pure-play home-based care company. Lloyd will report to the Chief Executive Officer and serve on the executive leadership team.
Lloyd brings more than two decades of experience scaling specialty care platforms and building high-retention provider networks. He co-founded and built Extrakare LLC, a durable medical equipment company, giving him firsthand experience in the home medical equipment market that Accendra Health serves. Lloyd joins Accendra Health from Evergreen Nephrology, a national value-based kidney care platform, where he most recently served as Chief Development and Strategy Officer. He will work closely with Gardner-Smith to pair commercial execution with operating discipline, strengthening the Company's provider and payor relationships.
Safe Harbor
This release is intended to be disclosure through methods reasonably designed to provide broad, non-exclusionary distribution to the public in compliance with the SEC’s Fair Disclosure Regulation. This release contains certain “forward looking” statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the statements in this release regarding our future prospects and performance, including our expectations with respect to our financial performance, our 2026 financial results, our expectations regarding the performance of our business following the completion of the sale of the Products & Healthcare Services business, our cost saving initiatives, future indebtedness and growth, industry trends, as well as statements related to our expectations regarding the performance of our business, including our ability to address macro and market conditions. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Investors should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 20, 2026, including the section captioned “Item 1A. Risk Factors,” as applicable, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, for a discussion of certain known risk factors that could cause the Company’s actual results to differ materially from its current estimates. These filings are available at www.accendrahealth.com. Given these risks and uncertainties, the Company can give no assurance that any forward-looking statements will, in fact, transpire and, therefore, cautions investors not to place undue reliance on them. The Company specifically disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
About Accendra Health
Accendra Health, Inc. (NYSE: ACH) is a leading nationwide provider of products, technology, and services that support health beyond the hospital for millions of people each year. We connect patients, providers, and insurers, delivering innovative solutions that help promote better health outcomes and improve quality of life for people living with chronic, complex health conditions. Backed by the industry-leading expertise of our Apria and Byram brands, Accendra Health is reimagining the future of home-based care. To learn more about our broad portfolio of essentials for diabetes, sleep health, wound care, respiratory care, urology, and ostomy, visit www.accendrahealth.com.
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Contacts
Investors
Will Parrish
Vice President, Strategy, Corporate Development, & Investor Relations
Investor.Relations@accendra.com
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Media
Darla Turner
media@accendra.com
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