Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02
by reference.
As a result of the Separation Agreement, discussed in
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Chief Financial Officer (Principal Financial/Accounting Officer)
On July 29, 2026, Rich Christensen and Meridian Holdings Inc. (the “Company”, “we” and “us”) mutually agreed to accept Mr. Christensen’s resignation and mutually agreed to terminate Mr. Christensen’s employment as Chief Financial Officer (Principal Financial/Accounting Officer) and Treasurer of the Company, effective July 31, 2026, at 5:00 pm Pacific Time (the “Separation Date”). Mr. Christensen’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with Mr. Christensen’s departure, the Company and Mr. Christensen entered into a Separation Letter Agreement, dated July 29, 2026 (the “Separation Agreement”), pursuant to which:
The Company will pay Mr. Christensen’s final salary through the Separation Date within three days following the Separation Date.
Subject to Mr. Christensen’s compliance with the Separation Agreement, including a general release of claims and completion of a full handover of the Company’s banking, Nasdaq filing, and related accounts and access credentials, the Company will pay Mr. Christensen severance of $30,000, plus reimbursement for five days of unused 2026 paid time off, within 30 days of the later of the Separation Date or the Separation Agreement’s effective date.
Following the Separation Date, Mr. Christensen will provide transition and consulting services to the Company.
Mr. Christensen agreed to certain restrictive covenants, including confidentiality obligations (surviving 10 years following the Separation Date) and mutual non-disparagement obligations, subject to customary carve-outs for whistleblower and governmental-agency communications.
The Company will continue to provide Mr. Christensen with coverage under its existing directors’ and officers’ insurance policy for a minimum of three years following the Separation Date, and Mr. Christensen retains existing indemnification rights under the Company’s charter documents and the parties’ Indemnification Agreement.
The Separation Agreement will become effective automatically on the 8th day following the entry by Mr. Christensen into the agreement, if he has not revoked his acceptance by such date.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Effective on the Separation Date, Mr. Christensen ceased serving as Chief Financial Officer (Principal Financial/Accounting Officer) and Treasurer of the Company.
(c) Officer Appointments
On, and effective on, July 31, 2026, the Board of Directors of the Company appointed (a) Zoran Milošević, the Chief Executive Officer of the MeridianBet Group (the operating group of certain of the Company’s subsidiaries), as the Company’s Chief Executive Officer and Principal Executive Officer; and (b) William Scott, the current Interim Chief Executive Officer, President and Chairman of the Company, as Chief Financial Officer and Principal Financial/Accounting Officer of the Company, and Treasurer of the Company (collectively, the “Appointments”).
In connection with the Appointments, Mr. Scott stepped down as Principal Executive Officer of the Company, Mr. Scott will continue to serve as President of the Company, and he also continues to serve as Chairman of the Board of Directors of the Company.
Mr. Milošević’s and Mr. Scott’s business experience and age, are included in the Company’s Annual Report on Form 10-K/A (Amendment No. 1), filed with the Securities and Exchange Commission on April 30, 2026 (the “Annual Report”), under “
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
of this Current Report on Form 8-K, including the information contained in
Exhibit 99.1
is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “
filed
” for the 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, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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10.1* Separation Agreement dated July 29, 2026, by and between Meridian Holdings Inc. and Rich Christensen
10.2 Form of Indemnification Agreement (Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 26, 2025, and incorporated by reference herein)
99.1** Press Release of Meridian Holdings Inc., dated July 29, 2026
104 Inline XBRL for the cover page of this Current Report on Form 8-K
_______________
*Filed herewith.
** Furnished herewith.
The inclusion of any website address in this Form 8-K, and any exhibit hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release contain forward-looking information within the meaning of applicable securities laws, including within the meaning of the Private Securities Litigation Reform Act of 1995 (“forward-looking statements”). Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, those included under “Forward-Looking Statements” in the press release furnished herewith, which are incorporated by reference herein. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this press release are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly-filed reports, including, but not limited to, under the “Special Note Regarding Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including the Form 10-Qs and Form 10-Ks, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and future periodic reports on Form 10-K and Form 10 Q. These reports are available at www.sec.gov.
The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that is not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.