TBI Trueblue, Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On April 10, 2026, TrueBlue, Inc. (“ TrueBlue ”)
entered into a Cooperation Agreement (the “ Cooperation Agreement ”), by and between TrueBlue, Eric H. Su (“ Mr.
Su ”), EHS Management LLC, a Delaware limited liability company (“ EHS Management ”), and EHS Azure Opportunity
Fund LP, a Delaware limited partnership (together with Mr. Su and EHS Management, “ EHS ”).

Pursuant to the Cooperation Agreement, the Board of
Directors of TrueBlue (the “ Board ”) has agreed to appoint a new independent director (the “ New Director ”)
to the Board. TrueBlue and EHS shall mutually agree upon the New Director to be appointed to the Board no later than September 30, 2026
with a term expiring at TrueBlue’s 2027 annual meeting of shareholders (the “ 2027 Annual Meeting ”).

EHS has agreed to support the Company’s slate
of director nominees for the 2026 Annual Meeting.

Until the Termination Date (as defined in the Cooperation
Agreement) and as long as EHS’s Net Long Position (as defined in the Cooperation Agreement) remains at or above 1.0% of the then-outstanding
shares of TrueBlue’s common stock, in the event that the New Director is no longer able to serve as a director of TrueBlue, the
Company and EHS shall cooperate in good faith to select, and the Company shall appoint, a replacement director.

The Cooperation Agreement contains customary voting
commitment, standstill, non-disparagement and expense reimbursement provisions.

The foregoing description of the Cooperation Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 13, 2026, TrueBlue issued a press release
announcing the matters addressed above. A copy of the press release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K
under Item 7.01 and Exhibit 99.1 attached hereto is being furnished to the SEC and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference into any of TrueBlue’s filings with the SEC under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Cooperation Agreement, dated April 10, 2026, by and between TrueBlue, Inc., Eric H. Su, EHS Management LLC, and EHS Azure Opportunity Fund LP.

99.1

TrueBlue, Inc. Press Release dated April 13, 2026.

104

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