PRPL 8-K
Purple Innovation, Inc. (PRPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Amendment to Robert DeMartini Employment Agreement
On August 7, 2025, Purple Innovation, Inc. (the “Company”) entered into an Amendment to Amended and Restated Employment Agreement by and between the Company and Robert T. DeMartini (the “Employment Agreement Amendment”). The Employment Agreement Amendment amends the original agreement to revise the definition of a “change in control.” The foregoing summary of the Amendment to DeMartini Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.
Amendment to RSU Agreement
As previously reported in the Company’s 10-K filed on March 14, 2025, on March 12, 2025, the Board of the Directors of the Company unanimously approved special incentive bonus equity grants to certain members of the Company’s senior leadership team, including, among others, Todd Vogensen, Chief Financial Officer, John J. Roddy, Chief Human Resources Officer, and Eric S. Haynor, Chief Operating Officer. On August 7, 2025, the Board unanimously approved an Amendment to the Restricted Share Unit Agreement (the “RSU Amendment”) to (i) provide that 100% of each participant’s RSUs will vest upon the Company’s termination of the participant’s employment without cause and (ii) revise the definition of a “change in control.” The foregoing summary of the RSU Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RSU Amendment, a copy of the form of which is filed as Exhibit 10.2 and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith:
| Exhibit No. | Description | |
| 10.1 | Amendment to Amended and Restated Employment Agreement dated August 7, 2025, between Purple Innovation, Inc. and Robert DeMartini | |
| 10.2 | Form of Amendment to the Restricted Share Unit Agreement dated August 7, 2025, between Purple Innovation, Inc. and certain officers of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 hereunto duly authorized.
| Dated: August 12, 2025 | PURPLE INNOVATION, INC. | |
| By: | /s/ Todd Vogensen | |
| Todd Vogensen | ||
| Chief Financial Officer | ||
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Exhibit 10.1
Amendment to
Amended and Restated Employment Agreement
This Amendment to Amended and Restated Employment Agreement (this “Amendment”) is hereby entered into as of August 7, 2025 by and between Purple Innovation, Inc. (the “Company”) and Robert T. DeMartini (“you”), and constitutes an amendment to your Amended and Restated Employment Agreement with the Company dated March 19, 2022, as amended January 26, 2024, March 12, 2025 and July 23, 2025 (as amended, your “Employment Agreement”). Other than expressly herein set forth, your Employment Agreement remains in full force and effect without change.
Section 4(c)(ii) of your Employment Agreement is amended in its entirety to read as follows:
(ii) For purposes of this Agreement, “Change in Control” shall mean (i) the acquisition by any person or “persons acting as a group” (as defined below) of capital stock of the Company representing more than 50% of the total voting power of outstanding capital stock of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company to a third party; (iii) the consummation of any merger, consolidation, reorganization, or business combination involving the Company in which, immediately after giving effect to such merger, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company, as applicable, immediately prior to such merger, consolidation, reorganization, or business combination; or (iv) a circumstance in which the Incumbent Directors (as defined below) cease for any reason to constitute a majority of the Board. For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall a transaction constitute a “Change in Control” if (x) its sole purpose is to change the state of the Company’s incorporation; (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; or (z) as for (i) above, the acquisition by Coliseum Capital Management, LLC, Coliseum Capital, LLC, Coliseum Capital Partners, LP (collectively, “Coliseum”), either individually or with other “persons acting as a group” (as defined below), of capital stock of the Company representing more than 50% of the total voting power of the outstanding capital stock of the Company. For purposes of this Agreement, “persons acting as a group” shall mean owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock (or assets), or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock (or assets), or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of the same public offering, or purchase assets of the same corporation at the same time. The definition of “Change in Control” in this Agreement shall take precedence over any conflicting definition in any equity incentive plan or equity incentive award agreement applicable to the Executive. For the avoidance of doubt, the immediately preceding sentence shall not apply to any cash-based incentive payment.
The parties hereto hereby agree to and adopt this Amendment which shall be and become effective as of the date hereinabove set forth.
| PURPLE INNOVATION, INC | |||
| By: | /s/ Adam Gray | August 7, 2025 | |
| Adam Gray | |||
| Chairman of the Board of Directors | |||
| ROBERT T. DEMARTINI | |||
/s/ Robert T. DeMartini |
August 7, 2025 | ||
Exhibit 10.2
Amendment to
Restricted Share Unit Agreement
This Amendment to Restricted Share Unit Agreement (this “Amendment”) is hereby entered into as of August ___, 2025 by and between Purple Innovation, Inc. (the “Company”) and ______________ (“Participant”), and constitutes an amendment to Participant’s Restricted Share Unit Agreement with the Company dated March [___], 2025 (the “RSU Agreement”). Other than expressly herein set forth, the RSU Agreement remains in full force and effect without change.
1. Section 5 of the RSU Agreement is amended in its entirety to read as follows:
Termination of Employment: Except as described in this Section, in the event Participant’s employment is terminated prior to the end of the Vesting Period for any reason, Participant’s rights to vesting that has not occurred shall be immediately and irrevocably forfeited; provided, however, if Participant’s termination occurs by reason of involuntary termination by the Company without Cause (as defined below) and not due to the Participant’s Disability (as defined below) and Participant executes and does not revoke a general release of claims in the form provided by the Company no later than 60 days following Participant’s last day of employment (or such earlier time as set forth in the general release), 100% of the Participant’s Restricted Shares shall vest and become payable upon such termination of employment. For purposes of this Agreement, “Cause” means the Participant’s (i) failure to perform reasonable duties assigned to the Participant by the Participant’s supervisor, or violation of any lawful rule, policy or handbook established by the Company and such failure or violation continues uncured for a period of thirty (30) days after written notice from the Company to Participant specifying the failure or violation; (ii) conviction or plea of guilty/nolo contendere to a felony, or perpetration of a serious dishonest act against the Company or any affiliates; (iii) willful misconduct, including (a) conduct which does or which could reasonably be expected to bring the Company or its affiliates into public disgrace or embarrassment; (b) misappropriation of funds, (c) personal profit or attempted personal profit in connection with a Company transaction, (d) misrepresentation of the financial results, financial condition or other material business results of the Company, or (e) violation of law or regulations on Company premises; (iv) an act of moral turpitude, fraud, dishonesty, theft, or unethical business conduct, any of which is or could reasonably be expected to be materially injurious to the Company’s reputation; (v) aiding a competitor which adversely affects Company; (vi) misappropriation of a Company opportunity for personal benefit; (vii) material compromise of Company trade secrets or other confidential and proprietary information of the Company or its affiliates; or (viii) alcoholism or drug abuse. For purposes of this Agreement, “Disability” means Participant qualifies for disability benefits under the Company’s long-term disability insurance policy, if such a policy is then in effect, or, if no such policy is then in effect, then Participant is unable to perform the essential functions of Participant’s position at the Company, after reasonable accommodation by the Company, for a period of at least 120 consecutive days or 180 days in the aggregate during any period of 365 calendar days.
2. Section 6 of the RSU Agreement is amended in its entirety to read as follows:
Change in Control: In the event of a Change in Control (defined below) during the Vesting Period, 100% of the Restricted Shares shall become 100% vested and distributed in coincident with the closing of the Change in Control. For purposes of this Agreement, “Change in Control” means (i) the acquisition by any person or “persons acting as a group” (as defined below) of capital stock of the Company representing more than 50% of the total voting power of outstanding capital stock of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company to a third party; or (iii) the consummation of any merger, consolidation, reorganization, or business combination involving the Company in which, immediately after giving effect to such merger, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company, as applicable, immediately prior to such merger, consolidation, reorganization, or business combination. For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall a transaction constitute a “Change in Control” if (x) its sole purpose is to change the state of the Company’s incorporation; or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. For purposes of this Agreement, “persons acting as a group” shall mean owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock (or assets), or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock (or assets), or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time or as a result of the same public offering, or purchase assets of the same corporation at the same time.
The parties hereto hereby agree to and adopt this Amendment which shall be and become effective as of the date hereinabove set forth.
| PURPLE INNOVATION, INC. | |||
| August ____, 2025 | |||
| By: | |||
| [NAME], [TITLE] | |||
| [PARTICIPANT’S NAME] | |||
| August ____, 2025 | |||