8-K/ALeadership Changes

Apple Inc. 8-K/A Report, Executive Changes (Sep 1, 2026)

Filed September 1, 2026For Securities:AAPL

Summary

Apple Inc. has filed an amendment to its previous 8-K filing, detailing new compensation arrangements for its CEO, John Ternus, and Executive Chair, Tim Cook, effective September 1, 2026. This filing confirms the transition plan and provides specific details on salary increases and equity awards for both executives. Investors should note the significant equity grants, particularly performance-based RSUs tied to total shareholder return, which align executive compensation with long-term company performance and shareholder value. The compensation adjustments reflect the new roles and responsibilities of Mr. Ternus as CEO and Mr. Cook as Executive Chair. The company is emphasizing performance-based incentives, with a substantial portion of future equity awards linked to Apple's relative performance against the S&P 500. This structure aims to ensure continued executive focus on driving shareholder returns and maintaining Apple's competitive position in the market.

Key Highlights

  • 1John Ternus appointed CEO with an increased annual salary of $3 million.
  • 2Mr. Ternus to receive a prorated RSU award valued at $2.5 million for fiscal 2026.
  • 3Mr. Ternus to receive a fiscal 2027 annual equity award of $55 million, with 75% performance-based RSUs tied to S&P 500 relative total shareholder return.
  • 4Tim Cook transitions to Executive Chair with an annual salary of $2 million, effective September 26, 2026.
  • 5Mr. Cook to receive a fiscal 2027 equity award of $45 million, with 50% performance-based RSUs tied to S&P 500 relative total shareholder return.
  • 6Both executives' performance-based RSU awards are tied to Apple's total shareholder return relative to other S&P 500 companies.
  • 7Time-based RSU awards for both executives generally vest over four years.

Frequently Asked Questions

John Ternus' annual salary has increased to $3 million. He will receive a prorated restricted stock unit (RSU) award valued at $2.5 million for his service as CEO in fiscal 2026. Additionally, he is set to receive a $55 million equity award in fiscal 2027, with 75% of it being performance-based RSUs linked to Apple's total shareholder return relative to the S&P 500.

Tim Cook's annual salary will be $2 million, effective September 26, 2026. He is also approved for a $45 million equity award in fiscal 2027. Half of this award (50%) will be in the form of performance-based RSUs tied to Apple's total shareholder return relative to the S&P 500.

For John Ternus, 75% of his fiscal 2027 equity award will be performance-based RSUs vesting based on Apple's total shareholder return relative to other S&P 500 companies. For Tim Cook, 50% of his fiscal 2027 equity award will be performance-based RSUs with the same performance metric. Time-based RSUs for both generally vest over four years.

Yes, in the event of Mr. Cook's termination due to retirement on or after the first anniversary of the grant date, his equity award will vest. The performance-based RSUs will be subject to meeting their performance conditions, but the equity will continue to settle on the originally scheduled vesting dates.