8-K
filed April 8, 2025, 7:59 PM ET
CIK 0001481646
M&A
confidence high
sentiment neutral
materiality 1.00
Accolade acquired by Transcarent for $7.03 per share; shares to be delisted
Accolade, Inc.
- Holders of Accolade common stock received $7.03 cash per share; trading halted on April 8, 2025.
- Company notified Nasdaq of delisting; intends to file Form 15 to suspend SEC reporting.
- Directors and officers resigned; Cavanaugh and Eskew get 12-month base salary separation.
- Convertible senior notes (0.50% due 2026) conversion right changed to cash based on $7.03; repurchase right by May 6, 2025.
- Certificate of incorporation and bylaws amended and restated.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Eskew departed as other_named_officer at Accolade, Inc..
- Action
- ceased
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Stephen Barnes, Rob Cavanaugh, and Richard Eskew, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased to be an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Hilton departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dawn Lepore departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rob Cavanaugh departed as other_named_officer at Accolade, Inc..
- Action
- ceased
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Stephen Barnes, Rob Cavanaugh, and Richard Eskew, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased to be an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter Klein departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth Nabel departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajeev Singh departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Jordan departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Barnes departed as other_named_officer at Accolade, Inc..
- Action
- ceased
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Stephen Barnes, Rob Cavanaugh, and Richard Eskew, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased to be an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cindy Kent departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajeev Singh departed as other_named_officer at Accolade, Inc..
- Action
- ceased
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Stephen Barnes, Rob Cavanaugh, and Richard Eskew, each of whom was an officer of the Company as of immediately prior to the Effective Time, ceased to be an officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Brodsky departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pat Wadors departed as Director at Accolade, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
At the Effective Time, pursuant to the Merger Agreement, Rajeev Singh, Jeff Brodsky, Michael Hilton, Jeff Jordan, Cindy Kent, Peter Klein, Dawn Lepore, Elizabeth Nabel, and Pat Wadors, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Accolade, Inc.: Amended and restated certificate of incorporation effective upon completion of the merger.
- Change
- charter amendment
Exact text from the filing
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Accolade, Inc.: Amended and restated bylaws effective upon completion of the merger.
- Change
- bylaw amendment
Exact text from the filing
Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto.
View on SEC.gov
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