Urban-Gro, Inc. Files Form 8-K: Key Board Changes and Audit Committee Leadership Update

Summary of Key Points

• Urban-Gro, Inc. (NASDAQ: UGRO) has filed a Form 8-K on February 17, 2026, reporting important corporate governance changes.
• The company’s common stock continues to trade on the Nasdaq under the ticker UGRO.
• No written communications, soliciting material, or pre-commencement tender offers were indicated in this filing.
• The company does not qualify as an emerging growth company under current SEC definitions.

Key Corporate Actions and Board Changes

• Board Appointment:
  Urban-Gro announced the appointment of Mr. Fell to the Board of Directors. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. His academic career includes significant lecturing experience across the U.S., Canada, the Caribbean, Eastern Europe, and Asia, focusing on global and environmental economics.
• Audit Committee Chair Change:
  Effective February 18, 2026, David Hsu will serve as Chair of the Audit Committee, replacing Ms. Britt. This leadership change could signal a shift in audit oversight and governance.
• No Related Party Transactions:
  There are no transactions, relationships, or arrangements between Mr. Fell and Urban-Gro, Inc. that require disclosure under Item 404(a) of Regulation S-K. Further, no family relationships exist among Mr. Fell and any of the company’s directors or executive officers.
• Other Board Relationships:
  Similarly, there are no family relationships or related party transactions between Mr. Sherb and any director, executive officer, or nominee of the company.
• Executive Leadership:
  Bradley Nattrass continues to serve as Chairman and Chief Executive Officer of the combined company.

Shareholder Information

• Common Stock Details: Urban-Gro’s common stock, par value \$0.001 per share, remains listed on Nasdaq with the trading symbol UGRO.
• SEC Status: Urban-Gro is not considered an “Emerging Growth Company,” which may affect the types of disclosures and compliance requirements it faces.
• No Price-Sensitive Corporate Actions: The 8-K indicates no written communications pursuant to Rule 425, soliciting material, or pre-commencement tender offers under applicable SEC rules. There are no disclosures that would typically be considered price-sensitive, such as mergers, acquisitions, financial restatements, or material events.
• Corporate Address: 1751 Panorama Point, Unit G, Lafayette, CO 80026. Phone: 720-390-3880.

Potential Implications for Shareholders

While board and committee changes are important for corporate governance and oversight, investors should note that no material events or transactions were disclosed in this Form 8-K that would typically have a direct impact on share price.

The appointment of a new Audit Committee Chair (David Hsu) may affect oversight and internal controls, but there is no indication of financial issues or audit concerns.

The appointment of Mr. Fell, with his extensive academic and economics background, may benefit the board with enhanced expertise, but there are no immediate operational or financial changes disclosed.

The continued leadership of Bradley Nattrass as CEO ensures stability at the top executive level.

Conclusion

This Form 8-K filing reflects routine governance updates with no disclosures of material events or transactions that would be considered price-sensitive. Investors should monitor future filings for any developments but note that this report is informational and does not contain news likely to move Urban-Gro’s share price.

Disclaimer: This article is a summary and interpretation of Urban-Gro, Inc.’s SEC Form 8-K filing dated February 17, 2026. It is for informational purposes only and should not be considered investment advice. Investors are encouraged to review the official SEC filings and consult with financial advisors before making investment decisions.

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