PAMT names CFO Lance Stewart as CEO; 100k RSU incentive grant

Q: When will Lance K. Stewart assume the CEO role at PAMT?

He becomes President & CEO on August 4, 2025 .

Q: What compensation package was awarded to the new CEO?

Stewart鈥檚 base salary rises to $505,440 and he receives 100,000 RSUs vesting over four years.

Q: Who is handling CFO duties after the promotion?

Daniel C. Kleine will act as principal financial and accounting officer until a permanent CFO is appointed.

Q: What is Daniel C. Kleine鈥檚 salary in his new role?

His annual base salary is set at $221,000 .

Q: Did the 8-K include any financial results or guidance?

No, the filing focuses solely on management changes ; no financial data or outlook was provided.

[8-K] Nuwellis, Inc. Reports Material Event

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

On 31 July 2025, PAMT CORP鈥檚 Board promoted current CFO Lance K. Stewart (56) to President & Chief Executive Officer and director, effective 4 Aug 2025, concluding Chairman Matthew T. Moroun鈥檚 interim CEO role begun 27 Jun 2025.

Stewart鈥檚 compensation will rise to a $505,440 base salary plus 100,000 restricted stock units that vest evenly over four years starting 9 Feb 2026; he remains eligible for annual incentives.

The Board simultaneously elevated Daniel C. Kleine (36) to Senior Vice President & Treasurer and designated him principal financial and accounting officer until a permanent CFO is hired. Kleine鈥檚 base salary is $221,000 with incentive-plan eligibility.

A press release detailing the leadership changes was issued 4 Aug 2025 (Exhibit 99.1). The 8-K contains no additional financial results or guidance.

Positive

Experienced insider Lance K. Stewart promoted to CEO, ensuring operational continuity.
100,000 RSU grant ties new CEO鈥檚 rewards directly to long-term shareholder value.

Negative

No permanent Chief Financial Officer named, leaving finance oversight in interim status.
Leadership changes introduce short-term uncertainty until CFO position is permanently filled.

Insights

TL;DR: Board installs seasoned insider as CEO; CFO seat still vacant.

The appointment of Stewart, a 35-year company veteran with prior finance and operations oversight, offers continuity and lowers transition risk. A four-year RSU schedule aligns his incentives with shareholders. Governance caution persists because financial stewardship is interim until a permanent CFO is chosen, concentrating authority and potentially stressing internal controls. Swift CFO recruitment would fully stabilize the C-suite.

TL;DR: Internal promotion removes leadership overhang; limited valuation swing.

Moving from an interim to a permanent CEO eliminates uncertainty created in June and signals strategic consistency, a mild positive for multiples. Compensation appears market-normal for a mid-cap truckload carrier, while the multiyear RSU grant supports long-term value creation. Absence of new guidance and the temporary CFO gap temper the event鈥檚 market impact, resulting in a modestly positive yet non-catalytic outlook.

08/04/2025 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2025

Nuwellis, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35312	No. 68-0533453
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12988 Valley View Road, Eden Prairie, MN		55344
(Address of Principal Executive Offices)		(Zip Code)

(952) 345-4200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NUWE	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On August 4, 2025, Nuwellis, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”), which was conducted in a virtual format via live webcast.

The following proposals were brought before the meeting:

To approve the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder pursuant to the exercise of warrants sold in our financing transaction that closed on June 10, 2025.

To approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 shares.

To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-70, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 70 shares of common stock would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements, which such approval granted to the Board of Directors shall be effectuated, in the discretion of the Board of Directors, if at all, within twelve months after the date that the Company’s stockholders approve this proposal.

To authorize one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposals 1, 2 or 3 described above.

The affirmative vote of holders of a majority of the votes cast at the Special Meeting is required to pass each of Proposals 1, 2, and 3. The affirmative vote of holders of a majority of the shares entitled to vote and present at the Special Meeting, in person or by proxy is required for Proposal 4. The proposals are described in detail in the Company’s definitive proxy statement filed on July 14, 2025 with the Securities and Exchange Commission.

A total of 130,154 shares of the Company’s common stock were present at the Special Meeting in person or by proxy, which represents approximately 45.23% of the shares of common stock outstanding as of the record date for the Special Meeting.

The results of the voting are shown below.

Proposal 1 – Approval of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635(d) and Nasdaq’s interpretations and guidance thereunder pursuant to the exercise of warrants sold in our financing transaction that closed on June 10, 2025.

Votes For		Votes Against		Votes Abstain
28,004		6,626		43

Proposal 2 – Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 shares.

Votes For		Votes Against		Votes Abstain
42,325		15,715		829

Proposal 3 – Approval of an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-70, to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 70 shares of common stock would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements, which such approval granted to the Board of Directors shall be effectuated, in the discretion of the Board of Directors, if at all, within twelve months after the date that the Company’s stockholders approve this proposal.

Votes For		Votes Against		Votes Abstain
41,449		17,337		83

Proposal 4 - Authorization of one or more adjournments of the Special Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1, Proposal 2 and Proposal 3.

Votes For		Votes Against		Votes Abstain
41,884		14,626		2,359

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2025	NUWELLIS, INC.

	By:	/s/ John L. Erb

	Name:	John L. Erb
	Title:	President and Chief Executive Officer

Source:

FAQ

When will Lance K. Stewart assume the CEO role at PAMT?

He becomes President & CEO on August 4, 2025.

What compensation package was awarded to the new CEO?

Stewart鈥檚 base salary rises to $505,440 and he receives 100,000 RSUs vesting over four years.

Who is handling CFO duties after the promotion?

Daniel C. Kleine will act as principal financial and accounting officer until a permanent CFO is appointed.

What is Daniel C. Kleine鈥檚 salary in his new role?

His annual base salary is set at $221,000.

Did the 8-K include any financial results or guidance?

No, the filing focuses solely on management changes; no financial data or outlook was provided.

AG真人官方

[8-K] Nuwellis, Inc. Reports Material Event

Insights

FAQ

When will Lance K. Stewart assume the CEO role at PAMT?

What compensation package was awarded to the new CEO?

Who is handling CFO duties after the promotion?

What is Daniel C. Kleine鈥檚 salary in his new role?

Did the 8-K include any financial results or guidance?

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[8-K] Nuwellis, Inc. Reports Material Event

Insights

Corporate Governance Expert neutral

Portfolio Manager positive

FAQ

When will Lance K. Stewart assume the CEO role at PAMT?

What compensation package was awarded to the new CEO?

Who is handling CFO duties after the promotion?

What is Daniel C. Kleine鈥檚 salary in his new role?

Did the 8-K include any financial results or guidance?

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