Apple Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Apple Inc. (“Apple”) previously announced its Chief Executive Officer transition plan in its Current Report on Form 8-K filed on April 20, 2026 (the “Original Form 8-K”). This Amendment to the Original Form 8-K (the “Form 8-K/A”) is being filed to disclose John Ternus’ new compensation arrangement in connection with his appointment to the role of CEO, and Tim Cook’s new compensation arrangement in connection with his appointment to the role of Executive Chair of Apple’s Board of Directors (the “Board”), in each case effective as of September 1, 2026 (the “Transition Date”). Other than as set forth in this Form 8-K/A, all information in the Original Form 8-K remains unchanged. Mr. Ternus’ annual salary was increased to $3 million on the Transition Date. The People and Compensation Committee of the Board also granted a prorated restricted stock unit (“RSU”) award for Mr. Ternus’ period of service as CEO in fiscal 2026 on the Transition Date. The prorated RSU award has a target value of $2.5 million. The People and Compensation Committee also approved an annual equity award for Mr. Ternus with a target value of $55 million to be granted in fiscal 2027. 75% of the equity award will be granted in performance-based RSUs that vest based on Apple’s total shareholder return relative to other companies in the S&P 500, and 25% will be granted in the form of time-based RSUs that vest semiannually in equal installments of 12.5% over four years, consistent with the vesting structure for time-based RSU awards to be granted in fiscal 2027 to Apple’s executive officers. Mr. Cook’s annual salary will be $2 million, effective on September 26, 2026. The People and Compensation Committee also approved an equity award for Mr. Cook with a target value of $45 million to be granted in fiscal 2027. 50% of the equity award will be granted in performance-based RSUs that vest based on Apple’s total shareholder return relative to other companies in the S&P 500, and 50% will be granted in the form of time-based RSUs that vest semiannually in equal installments of 12.5% over four years. In the event of Mr. Cook’s termination due to retirement on or after the first anniversary of the grant date, Mr. Cook’s equity award will vest, subject to performance for the performance-based RSUs, but will continue to settle on the originally scheduled vesting dates.