Executive Change · Material Agreement

Securities and Exchange Commission on March 18, 2025, including a pro-rata amount of the annual compensation for their service from their election until the 2026 annual meeting of shareholders.   Mr. Allen does not have any family relationship with any officer or director of the Company. Other than as provided under the Cooperation Agreement, there are no arrangements or understandings between Mr. Allen and any other persons pursuant to which Mr. Allen was elected as a director, and Mr. Allen has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.   Pursuant to the Cooperation Agreement, the Vision One Parties agreed to abide by certain customary standstill restrictions, mutual non-disparagement provisions, voting commitments, including supporting each director nominated and recommended by the Board for election, and other obligations until the Expiration Date.   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 is incorporated by reference herein.   Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On February 12, 2026, the Company appointed James T. Glerum, Jr. to the Board, to serve as a Class III director with a term expiring at the 2028 annual meeting of shareholders, and until his successor is elected and qualified or until his earlier death, resignation, disqualification or removal. Mr. Glerum was appointed to serve on the Executive Committee of the Board, effective as of February 12, 2026, and the Audit Committee of the Board, effective as of March 1, 2026.         As a non-management director of the Company, Mr. Glerum will be entitled to receive the standard non-employee director compensation, the terms of which were disclosed in the Company’s Proxy Statement for the 2025 annual meeting of shareholders filed with the Securities and Exchange Commission on March 18, 2025, including a pro-rata amount of the annual compensation for their service from their election until the 2026 annual meeting of shareholders.   Mr. Glerum does not have any family relationship with any officer or director of the Company. Other than as provided under the Cooperation Agreement, there are no arrangements or understandings between Mr. Allen and any other persons pursuant to which Mr. Glerum was elected as a director, and Mr. Glerum has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.   The information set forth in Item 1.01 of this Current Report on Form 8-K (the “Form 8-K”) is incorporated herein by reference.   Item 7.01. Regulation FD Disclosure.   On February 12, 2026, the Company issued a press release announcing its appointment of James T. Glerum, Jr. and Patrick E. Allen to the Board, entry into the Cooperation Agreement and related information. A copy of such press release is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01 to this Form 8-K.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits.     10.1 Cooperation Agreement, dated as of February 12, 2026, by and among Tennant Company, Vision One Fund, LP, and certain of its affiliates listed on the signature pages thereto 99.1 Press Release dated February 12, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Tennant Company       Date: February 13, 2026 By: /s/ Kristin Erickson     Kristin Erickson     Senior Vice President, General Counsel and Corporate Secretary