Form 8-K

8-K — Spok Holdings, Inc

Accession: 0001104659-26-043198

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001289945

SIC: 4812 (RADIO TELEPHONE COMMUNICATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2611823d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611823d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611823d1_8k.htm · Sequence: 1

false

0001289945

2026-04-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of Earliest Event Reported): April 14, 2026

SPOK

HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-32358

16-1694797

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3000 Technology Drive, Suite 400

Plano, Texas

75074

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code: (800) 611-8488

Not

Applicable

Former name or former address, if changed since

last report

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

SPOK

NASDAQ

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

On April 14, 2026, in connection with a strategic

realignment designed to reduce costs, the Board of Directors of Spok Holdings, Inc. (the “Company”) appointed Michael W. Wallace,

the Company’s Chief Operating Officer, to also serve as Chief Financial Officer, effective immediately. Mr. Wallace replaces Calvin

C. Rice who will no longer serve as the Company’s Chief Financial Officer, effective immediately.

Mr. Wallace, age 57, was appointed President of

Spok, Inc., a wholly owned operating subsidiary of the Company, in August 2022 and Chief Operating Officer of the Company in January 2020.

Mr. Wallace joined the Company in 2017 and served as the Company’s Chief Financial Officer from 2017 to 2022. He has spent more

than 30 years as a financial executive at both public and private companies. Prior to joining the Company, he was Executive Vice President

and Chief Financial Officer of Intermedix Corporation, a global leader in healthcare revenue cycle/practice management and data analytics

solutions, and Executive Vice President and CFO of The Elephant Group (d.b.a. Saveology.com), a leading Internet-based, direct-to-consumer

marketing platform. Prior to that, he served as Senior Vice President and CFO of Radiology Corporation of America, a national provider

of mobile and fixed-site positron emission tomography (PET) imaging services. Mr. Wallace has also served as an Assistant Chief Accountant

in the SEC’s Division of Enforcement and was a member of the Commission’s Financial Fraud Task Force in Washington, D.C. Prior

to being at the SEC, Mr. Wallace served as CFO at Inktel Direct, Corp., a direct marketing service firm, CELLIT Technologies, Inc., a

software company serving the contact center marketplace, and Kellstrom Industries, Inc., a publicly held global aerospace company. Before

joining Kellstrom, Mr. Wallace worked at KPMG Peat Marwick, LLP in Miami for more than seven years. He received his bachelor’s degree

in business administration from the University of Notre Dame and is a licensed Certified Public Accountant.

Item 7.01 Regulation FD Disclosure.

On April 14, 2026, the Company issued a press

release regarding the strategic realignment, including the appointment of Mr. Wallace as Chief Financial Officer. A copy of the press

release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 of this Current Report

on Form 8-K, including Exhibit 99.1, 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 liability of that Section, and shall not be incorporated

by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

No.

Description

99.1

Press release, dated April 14, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and

contained in Exhibit 101)

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.

Spok

Holdings, Inc.

Date:

April 14, 2026

By:

/s/ Vincent D. Kelly

Name:

Vincent D. Kelly

Title:

President and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611823d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

MEDIA CONTACT:

Al Galgano • 952-224-6096 • al.galgano@spok.com

Spok Announces Strategic Realignment and Prioritization

Plan to Maintain Long-Term Profitability and Sustainable Growth

• After

a thorough strategic review, Spok is reducing operating expenses, delivering in excess of

$6.0 million in anticipated annual cost savings, along with an approximately 10% workforce

reduction.

• Spok

will focus on leveraging AI enhancements to Spok Care Connect® Suite, which includes

Spok® Console, Spok® Messenger, and Spok Mobile® as well as prioritizing its

best-in-class Wireless service offering and go-to-market activities.

Plano, TX (April 14, 2026)

— Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced a strategic realignment

designed to reduce costs and sharpen operational focus across its go-to-market functions. These actions will enable the Company to direct

resources toward continued investment in its Care Connect Suite and artificial intelligence initiatives, while sustaining its commitment

to returning cash to stockholders.

“After extensive analysis

by our management team and advisors, and with the support of our Board, we are confident that this strategic shift will create significant

value for stockholders, while continuing both our investment in our Care Connect Suite and our quarterly dividend, which represents a

yield in excess of 10% relative to market,” said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc.

“While any reduction of our leadership team and employee base is a difficult decision, shifting customer preferences has required

us to find new ways of driving productivity and efficiency, maintaining profitability, and streamlining our organizational structure

to align with our commitments to our customers and stockholders. This includes implementing artificial intelligence technologies to further

optimize our processes and workflows, both internally and externally. As part of this realignment, we are consolidating our executive

team for efficiency. Michael Wallace, our chief operating officer, will take on the additional role of chief financial officer. Mike

has been with Spok since 2017 and served as the Company’s chief financial officer from 2017 to 2022.”

As part of the plan to realign

and streamline its leadership structure, the Company will eliminate approximately 10% of its workforce, which it expects will reduce

headcount-related expenses (excluding stock-based compensation) and other operating expenses by over $6.0 million on an annualized basis.

The Company estimates that it will incur restructuring charges (excluding stock-based compensation) of approximately $1.6 to $2.0 million,

primarily in the second and third quarters of 2026, in connection with the implementation of the plan—principally in the form of

cash expenditures for one-time employee benefits and severance payments—and expects the restructuring charges to be substantially

complete by the third quarter. These estimates are subject to a number of assumptions, and actual results may differ materially. The

Company may incur additional charges or cash expenditures not currently contemplated due to unanticipated events arising from the implementation

of the plan. The Company intends to exclude restructuring charges from its non-GAAP financial measures, including Adjusted EBITDA and

adjusted operating expenses.

“Having been a part of

the Spok team for the past nine years, including serving as the Company’s chief financial officer for the first five years of my

tenure, I understand the tremendous potential of Spok’s best-in-class product platform,” said Michael Wallace, chief operating

officer. “In assuming the chief financial officer responsibilities, I will remain laser-focused on creating additional efficiencies

within our operating platform.”

• • •

About Spok

Spok Holdings, Inc. (NASDAQ: SPOK),

headquartered in Plano, Texas, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams

when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows

for clinicians and support administrative compliance. Our customers send over 70 million messages each month through their Spok® solutions.

Spok enables smarter, faster clinical communication. For more information, visit spok.com.

Spok is a trademark of Spok Holdings, Inc. Spok

Care Connect and Spok Mobile are trademarks of Spok, Inc.

Safe Harbor Statement under the Private Securities

Litigation Reform Act

Statements contained herein which are not historical

fact, such as statements regarding our future operating and financial performance, are forward-looking statements for purposes of the

safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and

uncertainties that may cause our actual results to be materially different from the future results expressed or implied by such statements.

Factors that could cause actual results to differ materially from those expectations include, but are not limited to, our ability to

manage wireless network rationalization to lower costs without disrupting service to our customers; our ability to retain key management

personnel and attract and retain talent; the productivity of our sales organization and our ability to deliver effective customer support;

our ability to identify, finance, consummate, and successfully integrate potential acquisitions and achieve their expected benefits;

economic conditions, such as recessionary cycles, the impact of trade disputes, tariffs and other trade protection measures, higher interest

rates, inflation, and higher unemployment levels; risks related to our overall business strategy, including maximizing revenue and cash

generation from our established businesses and returning capital to stockholders through dividends and share repurchases; competition

from new technologies or those offered and/or developed by firms that are substantially larger and have significantly greater financial

and human capital resources; continuing decline in the number of paging units in service and commensurate wireless revenue; our ability

to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in

our products; our dependence on the United States healthcare industry; long sales cycles for our software solutions and services; our

reliance on third-party vendors for wireless paging equipment; our ability to maintain successful relationships with channel partners;

our ability to protect our intellectual property rights and the potential for material litigation claiming intellectual property infringement;

our use of open source software, third-party software, and other intellectual property; our reliance on data centers and other IT systems,

hardware, software, satellite networks, and telecommunications infrastructure provided by third parties; cyberattacks, data breaches,

system disruptions, or other compromises to our IT systems or those of critical third parties; our ability to realize benefits from deferred

income tax assets; future impairments of long-lived assets or goodwill; risks related to data privacy and protection laws and regulations;

and our ability to manage changes in regulation affecting hospitals and the healthcare industry, as well as other risks described from

time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations

reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will

be attained. Spok disclaims any intent or obligation to update any forward-looking statements.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 14, 2026

Entity File Number

001-32358

Entity Registrant Name

SPOK

HOLDINGS, INC.

Entity Central Index Key

0001289945

Entity Tax Identification Number

16-1694797

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3000 Technology Drive

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Plano

Entity Address, State or Province

Entity Address, Postal Zip Code

75074

City Area Code

800

Local Phone Number

611-8488

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

SPOK

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration