Acadia Healthcare Company, Inc. 8-K

What Happened
Acadia Healthcare (ACHC) filed an 8-K on January 20, 2026 announcing that Christopher H. Hunter departed as Chief Executive Officer and resigned from the Board effective January 20, 2026. The company said it expects to enter a separation and release agreement with Mr. Hunter and will disclose material terms in a future filing. The Board appointed Debra K. Osteen as Chief Executive Officer and a Class I director, effective January 20, 2026; she is also the company’s principal executive officer.

Key Details

• Debra K. Osteen’s employment agreement is dated January 19, 2026 and effective January 20, 2026. Her annualized base salary is $1,061,000.
• Annual cash bonus: target opportunity of 125% of base salary (with a maximum of 2× the target), subject to performance criteria.
• Equity award: non‑qualified stock option to purchase 1,125,000 shares at the closing price on Jan 20, 2026. Vesting is in two tranches:
  • Tranche 1 (750,000 shares): three VWAP-based vesting milestones — 250,000 shares at $25 VWAP, 250,000 at $35 VWAP, 250,000 at $45 VWAP (30‑day VWAP).
  • Tranche 2 (375,000 shares): 125,000 shares vest on the later of each milestone or Jan 20, 2027.
  • Forfeiture and post‑termination vesting rules apply (including forfeiture for voluntary resignation without “good reason” before Jan 20, 2027, termination for “cause,” or breach of restrictive covenants).
• Severance on termination without “cause” or resignation for “good reason”: prorated annual bonus for the year of termination (based on actual performance) and 18 months of employer‑paid health/dental premiums (subject to release and covenants).
• The company furnished a press release on Jan 20, 2026; Ms. Osteen also entered into Acadia’s standard indemnity agreement.

Why It Matters
Leadership change at the CEO level is material for investors because it affects strategy execution and management continuity. The new CEO’s compensation package includes a sizable option grant (1,125,000 shares) and performance‑contingent vesting tied to share‑price thresholds, which may create potential dilution if exercised but also ties pay to stock performance. Investors should note the company will disclose the terms of Mr. Hunter’s separation when finalized, and that severance and restrictive‑covenant terms may affect future expenses and management transitions.