Current Report · Items 5.02, 7.01, 9.01 · 8-K
TransUnion
TRUNYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 19, 2026, Todd M. Cello, notified TransUnion (the “Company”) that he intends to resign as Executive Vice President, Chief Financial Officer of the Company effective on December 31, 2026 (the “Transition Date”). Mr.…
Filed Sep 23, 2026Accepted Sep 23, 2026, 5:00 PM EDTCIK 1552033Accession 0001193125-26-399606
Company context
TransUnion is a global information and insights company with over 13,000 associates operating in more than 30 countries. We make trust possible by ensuring each person is reliably represented in the marketplace. We do this with a Tru™ picture of each person: an actionable view of consumers, stewarded with care. Through our acquisitions and technology investments, we have developed innovative solutions that extend beyond our strong foundation in core credit into areas such as marketing, fraud, risk and advanced analytics. As a result, consumers and businesses can transact with confidence and achieve great things. We call this Information for Good® - and it leads to economic opportunity, great experiences and personal empowerment for millions of people around the world.
Current securities
Disclosure sections
Items 5.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
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.
On September 19, 2026, Todd M. Cello, notified TransUnion (the “Company”) that he intends to resign as Executive Vice President, Chief Financial Officer of the Company effective on December 31, 2026 (the “Transition Date”). Mr. Cello has agreed to continue to provide transition services to the Company through March 1, 2027 (the “Transition Period”). Mr. Cello’s resignation is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company will conduct a comprehensive search for Mr. Cello’s replacement. If the Company has not hired a replacement Chief Financial Officer by the Transition Date, the Board of Directors of the Company is expected to appoint an interim Chief Financial Officer until such time as a successor is appointed.
In connection with Mr. Cello’s transition, the Company entered into a Transition and Separation Agreement with Mr. Cello dated as of September 23, 2026 (the “Transition Agreement”). Pursuant to the Transition Agreement, subject to Mr. Cello’s continued employment with the Company, he will be eligible for his existing base salary through March 1, 2027, and his benefits until March 31, 2027. Mr. Cello will be eligible for his 2026 annual incentive bonus, subject to Company and individual performance, as long as he remains employed by the Company through the Transition Date. The performance share units issued to Mr. Cello on February 28, 2024 will continue to vest in accordance with their terms so long as Mr. Cello remains employed by the Company through February 28, 2027. Subject to and contingent on Mr. Cello signing and not revoking a general release of claims in favor of the Company, Mr. Cello is eligible for up to eighteen (18)-months of Company funded COBRA continuation coverage and outplacement agency services for a period of up to one year and with a maximum value of $35,000. During the Transition Period, Mr. Cello will provide transition services in his area of expertise and such other responsibilities as reasonably assigned by the Company’s Chief Executive Officer. The payments under the Transition Agreement are subject to and contingent on Mr. Cello’s agreement to, and continued compliance with, confidentiality, non-solicitation, non-disparagement, cooperation, non-disclosure and other restrictive covenants.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing Mr. Cello’s resignation and reaffirming third quarter and full-year 2026 guidance with respect to revenue, Adjusted EBITDA and Adjusted Diluted Earnings Per Share is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 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 under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Filed exhibits (1)
EX-99.1 (by filename) d117869dex991.htmExhibit 99.1
News Release
Contact Dave Blumberg
TransUnion
E-mail david.blumberg@transunion.com
Telephone 312-972-6646
FOR IMMEDIATE RELEASE
TransUnion Announces Chief Financial Officer Transition
Todd Cello stepping down on December 31, 2026, after 29 years with the Company
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Cello will then serve as a full-time advisor through March 1, 2027
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TransUnion reaffirms 2026 financial outlook
Chicago, Sept. 23, 2026 - TransUnion (NYSE: TRU) today announced that Todd Cello, Executive Vice President, Chief Financial Officer (CFO), has
made the personal decision to step down after 29 years with the company, including nine years as CFO. Cello will remain CFO through December 31, 2026, and will serve as a full-time advisor until March 1, 2027, to support a smooth
transition to his successor. TransUnion has initiated a comprehensive search for its next CFO in partnership with a leading executive search firm.
“Todd has guided TransUnion through many of our defining moments, and I have greatly valued hi…
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