CINCINNATI BELL INC 8-K filed 2025

Item 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 21, 2025, the Board of Directors of Cincinnati Bell Inc. (the “Company”) appointed Gregory M. Wheeler as Chief Operating Officer, effective July 21, 2025.

Mr. Wheeler, 51, joined the Company in 2002, and has held a number of leadership roles, most recently as President – Business Markets.

There are no other arrangements or understandings between Mr. Wheeler and any other person pursuant to which Mr. Wheeler was appointed as Chief Operating Officer of the Company. There are also no family relationships between Mr. Wheeler and any director or executive officer of the Company, and Mr. Wheeler has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Wheeler received an amended and restated employment agreement on February 23, 2023, for his appointment to the role of President – Business Markets for the Company. The agreement provides that he will receive an annual base salary of at least a specified amount and an annual bonus targeted at not less than 100% of his base salary and that annually he will receive a formal performance review and be considered for base salary and/or bonus target increases. Effective with his appointment as Chief Operating Officer, Mr. Wheeler’s annual base salary will increase to $420,000 and his annual bonus will increase to $420,000 (100% of his base salary).

Under his amended and restated employment agreement, the Company is not permitted to terminate Mr. Wheeler’s employment within one year after the effective date of the agreement other than for cause or the executive’s death or disability. If his employment thereafter is terminated by the Company without cause or if constructive termination is deemed to have occurred, he will be entitled to receive, in addition to his accrued but unpaid compensation, a lump sum payment equal to two times his then current base salary plus continued access to medical, dental and vision coverage for a period of up to 18 months or, at the Company’s option, a lump sum payment equal to the amount the executive would be required to pay to continue group health coverage for 18 months.

Mr. Wheeler’s agreement also provides that he will not compete with the Company, nor solicit customers or employees of the Company, nor interfere with the Company’s business in any other way, for a period of two years following termination of employment.

The foregoing description of the amended and restated Employment Agreement is only a summary and is qualified in its entirety by reference to the complete terms and conditions of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025.

Cincinnati Bell Inc - 8-K

Item 5.02 - Departure/Election of Directors or Certain Officers

Item 9.01 - Financial Statements and Exhibits