Advantage Solutions Inc 8-K, filed Oct 5, 2026
Advantage Solutions Inc. (ADV)
About this 8-K
Advantage Solutions Inc filed this 8-K on October 5, 2026, reporting on events of October 1, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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. |
Transition Agreement with Dean General
Advantage Sales & Marketing LLC, (“ASM”) a wholly-owned subsidiary of Advantage Solutions Inc (the “Registrant”), entered into a Transition Agreement (the “General Transition Agreement”) with Dean General, with an effective date of October 1, 2026. Under the General Transition Agreement, Mr. General transitioned as of the effective date from his role as Chief Industry Development Officer to the role of strategic advisor to the executive leadership team of ASM, and he will serve as a non-executive employee in such role through December 1, 2027 (the “Planned Separation Date”), or such earlier date as set forth in the General Transition Agreement (the “Transition Date”). Mr. General’s employment with ASM will terminate on the Transition Date. The General Transition Agreement provides that (i) Mr. General’s salary be reduced to $110,000, (ii) Mr. General will be eligible to receive a lump sum gross amount up to $765,810.47 (less amounts paid during the transition period) upon the consummation of a change in control (the “CIC Bonus”), and (iii) to the extent Mr. General’s employment terminates on the Planned Transition Date or, if earlier, as a result of any earlier termination other than his resignation, and such termination or the Planned Transition Date occurs prior to a change in control, Mr. General will be eligible to receive the following severance benefits: (a) cash severance equal to $600,000, payable over the 18-month period following the Transition Date, and (b) ASM-paid COBRA continuation coverage for up to 18 months following his termination of employment. Mr. General’s receipt of either the CIC Bonus or the severance benefits is subject to and conditioned upon his execution and non-revocation of a general release of claims and his continued compliance with any restrictive covenants.
The foregoing description of the General Transition Agreement is qualified in its entirety by reference to the full text of the General Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
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10.1# |
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Transition Agreement, dated October 1, 2026, by and between Advantage Sales & Marketing LLC and Dean General. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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 thereunto duly authorized.
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October 5, 2026 |
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ADVANTAGE SOLUTIONS INC. |
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By: |
/s/ Christopher Growe |
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Christopher Growe |
Exhibit 10.1
TRANSITION AGREEMENT
This Transition Agreement (“Agreement”) is dated as of October 1, 2026, by and between Dean T. General, an individual (“Employee”), on the one hand, and Advantage Sales & Marketing LLC, a Nevada limited liability company (the “Company”), on the other hand.
WHEREAS, the Company employs Employee pursuant to that certain employment offer letter dated February 26, 2025, as amended or otherwise modified from time to time (the “Employment Agreement”); and
WHEREAS, the Company desires to continue to employ Employee, and Employee desires to continue employment with the Company, during the Term (as defined below), pursuant to the terms and conditions of this Agreement.
WHEREAS, the Company desires to offer Employee certain separation benefits, subject to Employee’s continued employment through the Planned Separation Date (as defined below) (except as otherwise expressly provided herein) and execution and non-revocation of the Second Release (as defined below) and compliance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the promises and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:
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(a) Employee (or Employee’s estate, if applicable) will be paid as severance compensation an aggregate cash amount of $600,000, payable during the eighteen (18)-month period following the Transition Date (the “Severance Period”) in accordance with the Company’s standard payroll practices, beginning on the first regularly-scheduled payroll date following the Second Release Effective Date (as defined below) (with any installments that would have been paid prior to such date being paid together in the first payment); and
(b) For the Severance Period (or, if earlier, through (1) the date on which the applicable continuation period under COBRA expires or (2) the date Employee becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (any such period, the “COBRA Coverage Period”), if Employee and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Employee on a monthly basis for an amount equal to (x) the monthly premium Employee and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Employee and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Employee’s termination (calculated by reference to the premium as of the date of Employee’s termination) less (y) the amount Employee would have had to pay to receive group health coverage for Employee and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Employee’s termination. The Company shall also pay the administration fee with respect to COBRA coverage for Employee and Employee’s covered dependents during the COBRA Coverage Period. Employee shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and timely payment of Employee’s portion of any premiums. Employee shall notify the Company immediately if Employee becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment.
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The foregoing payments and benefits will be paid out to Employee or Employee’s estate, in the event that Employee (i) dies prior to his execution of the Second Release, or (ii) becomes permanently mentally disabled and is not legally competent to execute the Second Release. Moreover, from the date of the breach, the Company shall be entitled to recover any amount in excess of one thousand dollars ($1,000.00) previously paid to the Employee under Section 5.6.
For the avoidance of doubt, following a Change in Control, Employee shall have no further rights to the payments and benefits under this Section 5.6. Further, if the Transition Date occurs on the date of a Change in Control, Employee shall be entitled solely to the CIC Bonus and shall not be entitled to the payments and benefits under this Section 5.6. For the avoidance of doubt, in no event shall Employee be eligible to receive both the CIC Bonus and the Severance Benefits.
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A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the
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release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
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EMPLOYEE MAY NOT MAKE ANY CHANGES TO THIS AGREEMENT. BEFORE SIGNING THIS AGREEMENT, EMPLOYEE SHOULD READ IT CAREFULLY. EMPLOYEE HAS 5 BUSINESS DAYS FOLLOWING THE DATE ON WHICH EMPLOYEE RECEIVED THIS AGREEMENT TO CONSIDER IT AND DELIVER A SIGNED COPY OF IT TO CHIEF LEGAL OFFICER C/O ADVANTAGE SOLUTIONS AT 7676 FORSYTH BOULEVARD, FIFTH FLOOR, ST. LOUIS, MISSOURI 63105, ALTHOUGH EMPLOYEE IS FREE TO SIGN AND DELIVER IT ANYTIME WITHIN THAT PERIOD. Employee represents and acknowledges that if Employee executes this AGREEMENT before the final day of the 5 BUSINESS day period has elapsed, Employee does so knowingly, voluntarily, and upon the advice and with the approval of Employee’s legal counsel (if any), and that Employee voluntarily waives any remaining consideration period. BY SIGNING THIS AGREEMENT, EMPLOYEE WILL BE WAIVING EMPLOYEE’S KNOWN AND UNKNOWN CLAIMS.
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EMPLOYEE |
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Date: ___October 1, 2026___ |
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/s/ Dean T. General |
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Dean T. General |
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Advantage Sales & Marketing LLC |
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Date: ___October 1, 2026___ |
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By: /s/ David Peacock |
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Name: David Peacock |
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Title: Chief Executive Officer |
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