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.
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 7.01. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1† | Transition and Separation Agreement by and between TransUnion and Todd M. Cello, dated as of September 23, 2026. | |
| 99.1 | Press Release of TransUnion dated September 23, 2026 | |
| 104 | Cover page Interactive Data File (embedded within the inline XBRL file). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| TRANSUNION | ||||||
| Date: September 23, 2026 | By: | /s/ Heather J. Russell | ||||
| Name: | Heather J. Russell | |||||
| Title: | Executive Vice President, Chief Legal Officer | |||||