TACTILE SYSTEMS TECHNOLOGY INC
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 2, 2026
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Item 5. Other Information
Trading Arrangements
On September 17, 2026, Laura G. King, a member of our Board of Directors, adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 6,521 shares of our common stock, plus up to an additional 6,000 shares of our common stock to the extent any such shares remain unsold under Ms. King’s pre-arranged trading plan entered into in May 2026. No sales under the September plan may commence until after the expiration of the May plan, and the September plan terminates on the earlier of the close of market on December 31, 2027, or the date all shares are sold thereunder.
On September 18, 2026, D. Brent Shafer, a member of our Board of Directors, adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 6,521 shares of our common stock in the aggregate and terminates on the earlier of the close of market on May 28, 2027, or the date all shares are sold thereunder.
Executive Officer Transitions
Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On November 2, 2026, the Company announced that its Board of Directors has appointed Stephen A. Kiewiet to the office of Chief Operating Officer of the Company, effective November 2, 2026.
Prior to joining the Company, Mr. Kiewiet, age 58, served in various executive roles at CCS Medical, a chronic care management organization, including Chief Growth Officer from September 2025 to August 2026, Chief Commercial Officer from January 2024 to September 2025, and Chief Operating Officer from June 2021 to January 2024. Prior to that, Mr. Kiewiet served in various senior commercial and operational leadership roles at Intalere, BJC Healthcare, and Cardinal Health. Mr. Kiewiet has over 30 years of experience building operational discipline, accountability, and mission-focused leadership.
There are no arrangements or understandings between Mr. Kiewiet and any other persons pursuant to which he was appointed Chief Operating Officer. There are no family relationships between Mr. Kiewiet and any of the Company’s directors or executive officers, and Mr. Kiewiet does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Kiewiet accepted a written offer letter establishing his compensation as the Company’s Chief Operating Officer. Pursuant to the offer letter, Mr. Kiewiet’s initial compensation will consist of the following:
| ● | An initial annualized base salary of $385,000 per year. |
| ● | Equity awards under the Company’s 2025 Equity Incentive Plan, to be granted on the second trading day following the public release of the Company’s financial results for the third quarter of 2026, as follows: |
| o | restricted stock units with a value of $175,000 that will vest in thirds over the first three anniversaries of the date of grant; and |
| o | performance stock units with a value of $175,000 that will be earned and vested over three years consistent with performance share units granted to the Company’s other executive officers in 2026. |
| ● | Eligibility to participate in the Company’s Management Incentive Plan for 2027, in a target amount equal to 45% of his base salary. |
| ● | Participation in all employee benefit plans and programs to the extent that he meets the eligibility requirements for each individual plan or program. |
| ● | Participation in the Company’s Executive Employee Severance Plan (the “Executive Severance Plan”) following the execution of a standard Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement (the “Restrictive Covenants Agreement”). |
The foregoing summary of the offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein byreference. A summary of the Executive Severance Plan is included in our Proxy Statement for our 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 25, 2026. The Executive Severance Plan was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed November 4, 2024 and is incorporated herein by reference as Exhibit 10.2. A summary of the Restrictive Covenants Agreement is included in our Proxy Statement for our 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 25, 2026. The form of Restrictive Covenants Agreement was filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed November 5, 2018 and is incorporated herein by reference as Exhibit 10.3.
Departure of Executive Officer
On October 27, 2026, in connection with the Company’s internal reorganization of various roles and responsibilities, the Company notified Kristie Burns, the Company’s Senior Vice President, Business Development, thather position would be eliminated, effective November 2, 2026, at which time she would no longer be an executive officer of the Company. Ms. Burns will remain with the Company as an employee until December 31, 2026, to assist with transition matters.
Ms. Burns’ separation from the Company will qualify as a termination without cause under the Executive Severance Plan, and therefore she will be entitled to the benefits under the Executive Severance Plan, including anamount equal to her annualized base salary, payable over 12 months, and the portion of the premium costs that would have been paid for continued group health insurance for 12 months. In addition, Ms. Burns will be entitled to have certain portions of her outstanding equity awards vest, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2026. Ms. Burns' receipt of the severance benefits described above is subject to her timely execution, and non-rescission, of a release of claims, as required under the Executive Severance Plan.
The Compensation and Organization Committee (“Committee”) of the Board of Directors of the Company considered the fact that Ms. Burns would not be entitled to a bonus payment under the terms of the 2026 award program under the Company’s Management Incentive Plan (“2026 MIP”) due to her employment terminating prior to the payment date in early 2027, however, she will have been employed by, and provided valuable services andsupport to, the Company throughout the full year 2026. In light of these considerations, the Committee approved a waiver of the condition under the 2026 MIP that requires employment on the payment date, such that Ms. Burns will be eligible to receive a bonus payment under the 2026 MIP of the amount earned based on the Company’s actual 2026 financial performance, as long as she remains an employee of the Company through December 31, 2026, as planned.
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