Apple filed an 8-K/A on 1 September 2026 under Item 5.02 to disclose the pay arrangements for its leadership handover, which took effect that same day: John Ternus became chief executive and Tim Cook became executive chair of the board. The succession itself was announced back in April; this amendment fills in the compensation detail that was left blank at the time.

What the filing actually says

• John Ternus (incoming CEO): annual salary raised to $3 million on the transition date. A prorated restricted stock unit award with a target value of $2.5 million covers his period as CEO in fiscal 2026.
• Ternus's fiscal 2027 equity award: target value of $55 million. 75% is performance-based RSUs that vest on Apple's total shareholder return relative to the rest of the S&P 500; the remaining 25% is time-based, vesting semiannually at 12.5% over four years.
• Tim Cook (executive chair): annual salary of $2 million, effective 26 September 2026 — a reduction consistent with the change of role.
• Cook's fiscal 2027 equity award: target value of $45 million, split 50/50 between relative-TSR performance RSUs and time-based RSUs on the same four-year semiannual schedule.
• Retirement provision for Cook: if he retires on or after the first anniversary of the grant date, the award still vests (subject to performance for the performance-based portion) but continues to settle on the originally scheduled dates rather than accelerating.
• Everything else in the original April 8-K is unchanged. The amendment was signed by general counsel Jennifer Newstead.

What was filed: an 8-K/A, Item 5.02

An 8-K is the event-driven filing US-listed companies use when something material happens between quarterly reports. The "/A" suffix means amendment — this is Amendment No. 1 to an 8-K Apple filed on 20 April 2026. Companies file amendments when required information was not determined at the time of the original filing, which is exactly what happened here: Apple announced who was moving into which role in April, but the compensation committee had not yet set the pay packages.

Item 5.02 covers "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers". It is one of the most-read 8-K items because it captures leadership change at the top. Note how broad it is — the same item number covers a routine board retirement and a CEO succession at the world's largest company, so the item number alone never tells you how important a filing is. You have to read it.

A practical note for anyone learning to follow filings: the "date of earliest event reported" on this document is 17 April 2026, not 1 September. That is normal for an amendment — it keeps the original event date. The filing date at the top of EDGAR is what tells you when the new information actually became public.

Why it matters

Succession risk becomes execution risk. Apple has been run by Tim Cook since 2011. Cook's tenure was defined by operational and supply-chain mastery and an enormous expansion of services revenue. Ternus arrives from hardware engineering — he joined Apple's product design team in 2001 and has led hardware for iPhone, iPad, Mac, Apple Watch and AirPods. The question the market will spend the next several quarters answering is whether a hardware-engineering CEO changes the company's product and capital-allocation priorities, particularly on artificial intelligence, where Apple has been widely seen as behind its large-cap peers.

The pay structure tells you what the board is asking for. This is the part worth reading closely, because compensation design is governance made concrete. Ternus's equity is 75% performance-based on relative total shareholder return — a heavier performance weighting than Cook's 50/50 split. Relative TSR means Apple has to outperform the rest of the S&P 500, not simply rise in a rising market. In other words the board has tied the majority of the new CEO's pay to beating a benchmark rather than to hitting internal revenue or margin targets.

Cook's package signals continuity, not a clean exit. A $45 million target award with four-year vesting, plus a retirement provision that lets the award vest but continue settling on schedule, keeps Cook financially tied to Apple's performance for years. Apple has said his executive-chair role includes engaging with policymakers globally — a job that matters given the regulatory and tariff pressures the company faces. Retaining an outgoing CEO as executive chair is a design choice with trade-offs: it preserves institutional knowledge and external relationships, but governance specialists sometimes flag that it can complicate a new chief executive's authority.

Scale context. These are large numbers in absolute terms, but for a company of Apple's size they are small relative to the enterprise, and most of the value is equity that only pays out if the stock performs against its peer group. The mechanical impact on Apple's financial statements is negligible; the governance signal is the substance.

Beginner takeaway

Nothing in this filing is about Apple's products or its quarterly results. It is a governance document: it confirms the CEO handover is now live and sets out how the two people at the top will be paid.

The reason it is worth reading anyway is that compensation structure is one of the clearest windows into what a board actually wants. When three-quarters of a new CEO's equity depends on beating the S&P 500 rather than on internal targets, that is a deliberate statement of priority. Filings like this rarely move a business by themselves, but they tell you what the people responsible for the business are being measured on — which shapes decisions for years.

FAQ

What does the "/A" in 8-K/A mean? Amendment. It updates a previously filed 8-K, usually because information was not available or not finalised when the original was filed. Apple announced the succession in April but set the pay packages later, so the compensation detail arrived as an amendment rather than a new filing.

What is a performance-based RSU, and how is it different from a time-based one? A time-based restricted stock unit vests simply because time passed and the person is still employed. A performance-based RSU only vests if a stated condition is met — here, Apple's total shareholder return relative to other S&P 500 companies. If Apple underperforms the index, that portion can pay out less or nothing.

Does a CEO change like this show up in a company's financial results? Only in a minor way. Executive compensation is an expense, but at Apple's scale these figures are immaterial to reported earnings. The real effect, if there is one, comes through the strategic and capital-allocation decisions the new chief executive makes over time.

Is an executive chair the same as a chairman of the board? Not quite. An executive chair is an employee of the company with an operational remit as well as a board role, whereas a non-executive chair sits on the board without running anything. Apple's Arthur Levinson is moving from non-executive chairman to lead independent director as part of this change.

As of 1 September 2026. Source: official SEC filing — read it directly here. We summarise filings for education and may make errors, so always verify against the official document. Educational content only — not investment advice, not a buy/sell recommendation.