Gen Digital Inc 8-K, filed Oct 9, 2026
Gen Digital Inc. (GEN)
8-K
2026-10-09
For: 2026-10-06
View Original
Added on
October 09, 2026
About this 8-K
Gen Digital Inc filed this 8-K on October 9, 2026, reporting on events of October 6, 2026.
Gen Digital Inc. appointed Talbott Roche to its Board effective immediately on October 6, 2026. Roche was determined to be independent, with committee assignments not yet decided, and will receive prorated cash and full annual equity director retainers. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- 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
Date of Report (date of earliest event reported): October 6, 2026
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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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par value $0.01 per share | |||||||||||
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
Appointment of Talbott Roche as a Director of Gen
On October 6, 2026, the Board appointed Talbott Roche to serve as a member of the Board effective immediately. In connection with her appointment, the Board determined that Ms. Roche is “independent” under the applicable listing standards of The Nasdaq Stock Market LLC. It has not yet been determined on which Board committees, if any, Ms. Roche will serve.
Ms. Roche will receive a pro-rated portion of the annual cash retainer and the full annual equity retainer that is part of the standard compensation received by the Company’s non-employee directors for service on the Board, as previously disclosed in the Company’s proxy statement that was filed on July 28, 2026. In addition, Ms. Roche will enter into the Company’s standard form of indemnification agreement, which provides for indemnification of directors to the fullest extent allowed by Delaware law.
Ms. Roche has served as Chief Executive Officer and a member of the board of directors of Blackhawk Network Holdings, Inc., a leading prepaid payment company, since 2016, and as President since 2010. As President and CEO, she has led the company through multiple acquisitions, as well as its take private transaction in 2018, expanded the business into B2B and supported Blackhawk's global growth. Prior to Blackhawk Network, Ms. Roche served as Branding Consultant and Director of New Business Development for Landor Associates, a marketing consulting firm, and held executive positions at News Corporation, a global media company.
Ms. Roche previously sat on the board of directors of the public company, Electronic Arts Inc. (NASDAQ: EA), a global leader in digital interactive entertainment, from 2016 until August 4, 2026. Ms. Roche holds a B.A. in economics from Stanford University.
The Board believes Ms. Roche’s qualifications to sit on our Board of Directors include her extensive operational and senior leadership experience scaling a global, digital-first business, as well as significant experience in corporate governance, risk management, compensation program design, and investor engagement as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings’ time as a public company.
There are no arrangements or understandings between Ms. Roche and any other persons pursuant to which she was selected as a director. Ms. Roche has no family relationships with any of the Company’s directors or executive officers and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
A copy of the Company’s press release announcing Ms. Roche's appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9th day of October, 2026.
By: | /s/ Bryan S. Ko | ||||
Bryan S. Ko | |||||
Chief Operating Officer, Chief Legal Officer and Secretary | |||||
CONTACTS
Investor Contact Ben Lu | Media Contact Jess Monney | |||||||
Gen | Gen | |||||||
IR@GenDigital.com | Press@GenDigital.com | |||||||
Gen Announces Appointment of Talbott Roche to Board of Directors
TEMPE, Ariz. & PRAGUE – Oct 9, 2026 – Gen Digital Inc. (NASDAQ: GEN), a global leader dedicated to powering Digital Freedom, today announced the appointment of Talbott Roche to its Board of Directors.
“Talbott brings a strong track record of leading transformation and creating value through strategic expansion,” said Vincent Pilette, CEO of Gen. “Her background building a digital-first fintech platform alongside her experience as a CEO and director is an invaluable combination as Gen continues to innovate and empower people’s digital and financial lives."
Roche currently serves as CEO and President of Blackhawk Network, where she has spent more than 20 years building and scaling the business from an early-stage concept into a global fintech company focused on branded payments, gift cards and prepaid solutions for businesses and consumers. Since becoming CEO in 2016, she has led Blackhawk’s evolution from a physical gift card distribution model into a digital-first, multi-segment fintech platform. During her tenure, Blackhawk has significantly scaled revenues while expanding margins. She has led the company through multiple acquisitions, diversified the business into B2B and supported its global growth.
“Talbott’s experience as a public company director reflects the strong judgment and governance expertise she will also bring to Gen,” said Sue Barsamian, Lead Independent Director of Gen. “Her leadership of Blackhawk Network and deep experience scaling a global, digital-first business make her an excellent addition to our Board as we continue to advance Gen’s strategy and create long-term value for shareholders.”
“I am pleased to join Gen’s Board at a time when digital safety, privacy and financial wellness are increasingly connected,” said Talbott Roche. “Gen has an important mission and a portfolio of trusted brands that reach hundreds of millions of people around the world. I look forward to contributing to the company’s continued growth and impact.”
Talbott’s experience leading trusted consumer businesses through digital transformation and global growth will help advance Gen’s purpose to Power Digital Freedom and create long-term value for Gen.
About Gen
Gen (NASDAQ: GEN) is a global company dedicated to powering Digital Freedom. Through its trusted brands including Norton, Avast, LifeLock, MoneyLion and Engine, Gen helps people protect and take control of their digital and financial lives. As AI reshapes how people discover, decide and transact, Gen is building the security and trust layer to empower people and their agents to navigate digital life more safely. Gen empowers nearly 500 million users in more than 150 countries through its products and services that span cybersecurity, online privacy, identity protection and financial wellness. Learn more at GenDigital.com.
Gen (NASDAQ: GEN) is a global company dedicated to powering Digital Freedom. Through its trusted brands including Norton, Avast, LifeLock, MoneyLion and Engine, Gen helps people protect and take control of their digital and financial lives. As AI reshapes how people discover, decide and transact, Gen is building the security and trust layer to empower people and their agents to navigate digital life more safely. Gen empowers nearly 500 million users in more than 150 countries through its products and services that span cybersecurity, online privacy, identity protection and financial wellness. Learn more at GenDigital.com.
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