ZYNEX INC 8-K

What Happened Zynex, Inc. announced on Jan. 22, 2026 that its Board removed Thomas Sandgaard from all Company and subsidiary positions, effective immediately, after he was indicted by a federal grand jury on Jan. 21, 2026 on alleged health care and securities fraud charges. The Board determined Mr. Sandgaard violated the Company’s Code of Business Conduct and Ethics. The Company canceled and terminated all of Mr. Sandgaard’s unvested equity awards and existing cash compensation arrangements. The Board also appointed CEO and current director Steven Dyson as Chair, effective immediately, and reduced the size of the Board from seven to six directors.

Key Details

• Removal and actions effective Jan. 22, 2026; indictment occurred Jan. 21, 2026.
• All unvested equity awards to Mr. Sandgaard were terminated and cash compensation arrangements ended.
• Steven Dyson (CEO and director) named Chair of the Board immediately.
• Board size decreased from seven to six directors; press release announcing these actions filed as Exhibit 99.1.

Why It Matters A sudden removal of the company’s Chair and related cancellation of equity and cash arrangements is a significant governance and leadership change that investors should note. The indictment is an active legal matter tied to alleged misconduct; the Board has taken immediate remedial steps and may provide further disclosures. Investors should watch for any updates, Mr. Sandgaard’s response (which the Company said will be filed if received), and potential operational or financial impacts related to the legal proceedings and senior leadership transition.