---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-25-012719"
form_type: "8-K"
ticker: null
cik: "0001481646"
company_name: "Accolade, Inc."
filed_at: "2025-04-08T23:59:59+00:00"
generated_at: "2026-05-23T18:58:58.647019+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Accolade acquired by Transcarent for $7.03 per share; shares to be delisted

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-012719
- form_type: 8-K
- cik: 0001481646
- company_name: Accolade, Inc.
- filed_at: 2025-04-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/ef20047047_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-012719
- JSON: https://secwatch.observer/filing/0001140361-25-012719.json
- Plain text: https://secwatch.observer/filing/0001140361-25-012719.txt

## Key facts
- Executive change
  Richard Eskew departed as other_named_officer at Accolade, Inc..
  - Action: ceased
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Michael Hilton departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Dawn Lepore departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Rob Cavanaugh departed as other_named_officer at Accolade, Inc..
  - Action: ceased
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Peter Klein departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Elizabeth Nabel departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Rajeev Singh departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Jeff Jordan departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Stephen Barnes departed as other_named_officer at Accolade, Inc..
  - Action: ceased
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Cindy Kent departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Rajeev Singh departed as other_named_officer at Accolade, Inc..
  - Action: ceased
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Jeff Brodsky departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Executive change
  Pat Wadors departed as Director at Accolade, Inc..
  - Action: ceased
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Governance Changes
  Accolade, Inc.: Amended and restated certificate of incorporation effective upon completion of the merger.
  - Change: charter amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm
- Governance Changes
  Accolade, Inc.: Amended and restated bylaws effective upon completion of the merger.
  - Change: bylaw amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1481646/000114036125012719/0001140361-25-012719-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.