ALTG 8-K
Alta Equipment Group Inc. (ALTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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:
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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.
On December 31, 2025, Alta Equipment Group Inc. (the “Company”) entered into an agreement with Craig Brubaker to serve as the Material Handling segment's Chief Operating Officer, no longer serving as an executive officer or Section 16 officer of the Company according to the Securities Exchange Act of 1934, effective immediately. Under the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, Mr. Brubaker is entitled to base salary, bonus and certain severance payments under Section 9, subject to compliance with the terms of the agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1 |
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104 |
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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 thereunto duly authorized.
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ALTA EQUIPMENT GROUP INC. |
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Date: |
January 7, 2026 |
By: |
/s/ Ryan Greenawalt |
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Name: Ryan Greenawalt Title: Chief Executive Officer |
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made this 31st day of December, 2025 (the "Effective Date") by and between Alta Enterprises, LLC, a Michigan limited liability company (the "Company") and Craig Brubaker, [REDACTED] ("Employee").
RECITALS:
A. Employee is currently an employee of the Company.
B. Employee and Company now desire to enter into this Agreement memorializing the terms under which Employee will continue to be employed by the Company on and after the Effective Date.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the parties agree as follows:
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5.0% of the outstanding capital stock or equity interests of any publicly traded company engaged in the Restricted Business.
directly or indirectly solicit for employment or engagement (other than through the use of general advertisements or solicitations not targeted at the Group or its employees or consultants) or hire, employ or engage any individual who is an employee or consultant of the Group (or was an employee or consultant of the Group during the 12-month period preceding Employee's termination of employment) or otherwise seek to adversely influence or alter such individual's relationship with the Group; or
cause, induce or encourage any material actual or prospective client, customer, supplier, or licensor of the Group (including any existing or former customer of the Group and any entity or individual that becomes a client, customer, supplier or licensee of the Group after Employee's termination of employment) or any other entity or individual who has a material business relationship with the Group, to terminate or reduce (or otherwise modify in a manner adverse to the Group) any such actual or prospective relationship.
c. Confidential Information. From and after the Effective Date, Employee shall not, directly or indirectly, disclose, reveal, divulge or communicate to any entity or individual other than authorized officers, directors and employees of the Group or use or otherwise exploit for his own benefit or for the benefit of anyone other than the Group, any Confidential Information (as defined below). Employee shall not have an obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided, however, that in the event disclosure is required by applicable law, Employee shall, to the extent reasonably possible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order. Employee acknowledges that Company has provided Employee with the following notice of immunity rights in compliance with the requirements of the Defend Trade Secrets Act: Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or except pursuant to court order. If Employee files a lawsuit for retaliation for reporting a suspected violation of law, then Employee may disclose the trade secret to his attorney and use
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the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. For the avoidance of doubt, nothing in this Agreement will be construed to prohibit Employee from filing a charge with, reporting possible violations to, or participating or cooperating with any governmental agency or entity, including but not limited to the EEOC, the Department of Justice, the Securities and Exchange Commission, Congress, or any agency Inspector General, or making other disclosures that are protected under the whistleblower, anti-discrimination, or anti-retaliation provisions of federal, state or local law or regulation; provided, however, that Employee may not disclose information of the Company or any of its Affiliates that is protected by the attorney-client privilege, except as otherwise required by law. Employee does not need the prior authorization of the Company to make any such reports or disclosures, and Employee is not required to notify the Company that he has made such reports or disclosures.
d. For purposes of this Section 7.d, (A) "Confidential Information" means any information with respect to the Group, including methods of operation, customer lists, products, prices, fees, costs, Technology (as defined below), inventions, trade secrets, know-how, Software (as defined below), marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters; provided, however, that "Confidential Information" does not include, and there shall be no obligation hereunder with respect to, information that (x) is generally available to the public on the date of this Agreement, (y) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder; (B) "Technology" shall mean, collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used by the Group; and (C) "Software" shall mean any and all (i) computer programs, including any and all software implementations of algorithms, models and 
methodologies, whether in source code or object code, and (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise.
Non-Disparagement. During the Employment Period and at all times thereafter, Employee shall not, directly or indirectly, make or publish any disparaging statements (whether written or oral (including by means of social media)) regarding the Group, its businesses, its officers, its directors, its managers, its equity holders or its employees. Nothing in this Section 7.e shall prevent Employee from testifying truthfully in any proceeding in which such testimony is taken under oath as a witness or a party.
Assignment of Inventions. Employee agrees that during employment with the Company, any and all inventions, discoveries, innovations, works of authorship, Technology, Software, writings, domain names, improvements, trade secrets, designs, drawings, formulas, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Employee may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company's strategic plans, products, processes or apparatus or the business (collectively, "Inventions"), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company as against Employee or any of Employee's assignees. Employee hereby confirms and acknowledges that Employee has irrevocably assigned, transferred, set over and delivered
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and does hereby irrevocably assign, transfer, set over and deliver to Company, its successors and assigns, all of Employee's right, title and interest in the Inventions made during Employee's employment with the Company (whether before or after the Effective Date of this Agreement), including all intellectual property rights therein and thereto, all remedies against infringements thereof, all income, royalties and payments receivable in respect thereof, and all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including all damages and payments for past, present or future infringement or misappropriation or dilution of such Inventions, the right to sue and recover for past infringements or misappropriations or dilutions of such Inventions and any and all corresponding rights that have been, now or hereafter may be secured throughout the world with respect to such Inventions). Employee hereby waives, and agrees to waive, any moral rights Employee may have in any copyrightable work Employee creates on behalf of the Company. Whether during or after the Employment Period, Employee further agrees to execute and acknowledge all papers and to do, at the Company's expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company and its successors and assigns. In the event that the Company is unable, after reasonable efforts and, in any event, after ten (1()) business days, to secure Employee's signature on a written assignment to the Company, of any application for letters patent, trademark 
registration or to any common law or statutory copyright or other property right therein, whether because of Employee's physical or mental incapacity, or for any other reason whatsoever, Employee irrevocably designates and appoints the Secretary of the Company as Employee's attorney-in-fact to act on Employee's behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.
Reasonableness. The parties hereto agree that, if any court of competent jurisdiction determines that a specified time period, a specified geographical area, a specified business limitation or any other relevant feature of this Section 7 is unreasonable, arbitrary or against public policy, then a lesser period of time, geographical area, business limitation or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced 
against the applicable party.
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Survival. This Section 7 shall survive termination of this Agreement or Employee's employment, unless specifically superseded by any subsequent agreement to the contrary.
Employee's employment shall terminate automatically upon Employee's death or Disability. For purposes of this Agreement, "Disability" means either (i) a determination by an independent competent medical authority (agreed upon by Company and Employee) that Employee is unable to perform his duties under this Agreement and in all reasonable medical likelihood such inability will continue for a period of ninety (90) consecutive days or one hundred eighty (180) days within any three hundred sixty-five (365) day period or (ii) Employee actually having been unable to perform his duties under this Agreement (as determined in good faith by the President) for a period of ninety (90) consecutive days or one hundred eighty (180) days within any three hundred sixty-five (365) day period. Employee shall reasonably cooperate in connection with the determination of whether Disability exists to the extent capable.
Within ten (10) days following the date of any termination of Employee's employment, Employee or Employee's personal representative shall return all property of the Company and its subsidiaries and Affiliates in Employee's possession, including but not limited to all Company-owned computer equipment (hardware and software), telephones, facsimile machines, tablet computers and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its subsidiaries and Affiliates, its customers and clients or its prospective customers and clients. Anything to the contrary notwithstanding, Employee shall be entitled to retain (i) personal papers and other materials of a personal nature, provided that such 
papers or materials do not include Confidential Information, (ii) information showing Employee's compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Employee's employment, or termination thereof, with the Company which he received in Employee's capacity as a participant.6
the Accrued Obligations which shall be paid to Employee, in a lump sum, as soon as reasonably practicable but no later than the thirtieth (30th) day following the date of termination of Employee's employment or as otherwise provided in Section 9.a;
(ii) severance payments equal to (A) the Base Salary for (l ) the twelve (12) month period following the termination of Employee's employment if the Company terminates Employee without Cause, or (2) the six (6) month period following the termination of Employee's employment if the Employee resigns in accordance with Section 8.c within eighteen (18) months of the Effective Date, in each case payable in accordance with the Company's payroll practices, (B) a pro rata portion of any cash bonus earned under the Alta Equipment Group, Inc.'s Annual Incentive Plan for the year in which termination occurs, payable at the time other bonuses are paid under the plan, and (C) vesting of any remaining unvested RSUs or PSUs awarded to Employee and earned under the company's Long Term Incentive Plan (the "Severance Payments"); and
subject to Employee's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay to Employee each month an amount equal to the monthly amount of the COBRA continuation coverage premium under the Company's group medical plans as in effect from time to time until the earliest of: (i) six (6) months after the date of Employee's termination of employment; (ii) the date Employee is no longer eligible for benefits under COBRA; or (iii) the date Employee obtains other employment that offers medical benefits;
For purposes of this Agreement "Cause" shall mean (A) willful misconduct by Employee with regard to the Company or Company's Affiliates that results in material harm to the Company or Company's Affiliates; (B) substantial and continuing refusal by Employee to (l) follow the lawful and reasonable direction of the President, or (2) perform the duties reasonably required of Employee in connection with 
his employment (other than any such failure resulting from incapacity due to physical or mental illness or other circumstances beyond the reasonable control of Employee); (C) conviction of Employee of a felony, or Employee's pleading nolo contendere to a felony, in each case involving dishonesty, misappropriation or fraud (and specifically excluding traffic offenses); (D) Employee's commission of any intentional act of misappropriation or fraud with regard to the Company (other than good faith expense account disputes); or (E) Employee's material breach of this Agreement; provided, however, the Employee shall have thirty (30) days following notice from the President of the alleged occurrence of an event giving rise to Cause pursuant
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to clause (B) or (E) to cure such alleged Cause and such matter, if reasonably cured within such period, shall not constitute Cause.
and Section 9.b(iii) only if Employee is not in material breach of any of the restrictive covenants described in Section 7, and Employee has complied with Section 9.e of this Agreement.
and Section 9.b(iii) are conditioned upon Employee's executing (and not revoking) a separation agreement and general release of claims against the Company and its subsidiaries and Affiliates in a form satisfactory to the Company; provided that, if Employee should fail to execute (or revokes) such release within forty five (45) days after Employee's termination of employment, the Company shall not have any obligation to provide the payments contemplated under 
and Section 9.b(iii). All payments under Section 
and Section 9.b(iii) shall commence on the first applicable payroll date following the date the release is no longer subject to revocation; provided, that to the extent such amount is a "deferral of compensation" under Section 409A of the Code and which could be payable in either of two (2) taxable years of Employee, such payments shall be made or commence, as applicable, on January 15 (or any later date within seven (7) days after the release becomes irrevocable) of such later taxable year and shall include all payments that otherwise would have been made before such date.
This Section 9 shall survive any termination of this Agreement or Employee's employment.
10. Reductions in Certain Payments.
1986 (the "Code"). The present value of any payments to or for the benefit of Employee in the nature of compensation, as determined by certified public accountants for the Company in accordance with Code Section 280G(d)(4), receipt of which is contingent on a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, both as defined by Section 280G(b)(2) (a "Change in Control"), and to which Code Section 280G applies (in the aggregate "Total Payments"), shall be reduced, as necessary, such that the payment does not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a), provided that any such reduction shall be in accordance with Code Section 409A.8
11 . Miscellaneous.
This Agreement contains the entire understanding of the parties with respect to the employment of Employee by the Company and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral between Employee and the Company or any of its Affiliates with respect to Employee's employment.
obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.
Dispute Resolution. Except with respect to Section 7 hereof, any controversy or claim arising out of or related to any provision of this Agreement that cannot be mutually resolved by the parties hereto shall be settled by final, binding and nonappealable confidential arbitration in Detroit, Michigan by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the applicable rules of American Arbitration Association then in effect. Any
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award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of this Agreement (other than any time, geographic or other restriction contained in Section 7 but only to the extent necessary to make any of the covenants contained therein enforceable to the maximum extent provided thereby) or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration or litigation (including attorney's fees and expenses) and shall share the fees of the American Arbitration Association and the arbitrator equally.
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If to the Company: Alta Enterprises, LLC 13211 Merriman Rd
Livonia, Ml 48150-1826
Attention: Jeffrey Hoover, Chief Legal Officer and General Counsel
E-mail: [email protected]
If to Employee: To Employee's address on file with the Company
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Agreement shall control unless such other plan, program, practice or agreement provides otherwise by specific reference to this Agreement.
multiple counterparts (including by means of electronic transmission (including in .pdf or .tif formats) signature pages), all of which, taken together, shall constitute one and the same Agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of email (any such delivery, an "Electronic Delivery"), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered 
in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto 'Will re execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted 01' communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity. [Signatures on following page]IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
COMPANY:
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ALTA EQUIPMENT GROUP INC. |
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a Michigan limited liability company |
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By: |
/s/ Jeffrey Hoover |
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Name: Jeffrey Hoover Title: Chief Legal Officer and General Counsel |
EMPLOYEE:
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By: |
/s/ Craig Brubaker |
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Craig Brubaker, Individually
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[Signature Page to Employment Agreement]