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NASDAQ: OFAL OFA Group 8-K

OFA Group appoints Erwin Pineda as independent director following board resignation

Filed April 8, 2026 · Period ending April 2, 2026 · ~1 min read

3 key changes 2 sections

Key Changes

  • medium

    Erwin Baquiran Pineda appointed as independent director for two-year term, joining audit, compensation, and governance committees. The 60-year-old real estate executive currently serves as CEO of Coldwell Banker Exclusive.

  • low

    Won Ping Cheng resigned from the Board and Audit Committee effective April 2, 2026. Company states resignation was not due to any disagreement with management or the board.

  • low

    New director compensation set at $20,000 annual cash paid bi-monthly, plus 30,000 restricted shares annually vesting quarterly over one year. First grant prorated for partial 2026 service.

Summary

OFA Group executed a routine board transition, accepting Won Ping Cheng's resignation and immediately appointing Erwin Baquiran Pineda as his replacement. The company emphasized Cheng's departure was amicable with no underlying disputes. Pineda brings real estate industry experience as CEO of Coldwell Banker Exclusive, though his background appears outside OFA Group's core business operations.

The appointment maintains board independence and committee coverage, with Pineda joining all three key oversight committees. His compensation package—$20,000 cash plus 30,000 restricted shares annually—appears standard for small-cap independent directors. Investors should monitor whether Pineda's real estate expertise aligns with any strategic direction the company may be pursuing, and watch for his contributions during upcoming earnings calls and proxy filings.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~800 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

2 Added
Added New independent director appointment medium

Added in current filing · verify on EDGAR →

On April 2, 2026 (the “Effective Date”), the Board appointed Erwin Baquiran Pineda as an independent director of the Company, effective immediately, for an initial term of two 2 years, subject to renewal upon the mutual agreement of the parties. The Board has determined that Mr. Pineda qualifies as an independent director and appointed him to serve as a member of the audit committee, the compensation committee of the Board and the nominating and corporate governance committee.

Erwin Baquiran Pineda was appointed as an independent director for a two-year term, filling the vacancy left by Cheng's resignation. He will serve on the audit, compensation, and nominating/governance committees, indicating he will have oversight roles across key board functions.

Show 1 minor / wording change
Added Director background and qualifications low

Added in current filing · verify on EDGAR →

Erwin Baquiran Pineda, age 60, is a real estate executive, entrepreneur, and community leader with a strong track record of scaling organizations, building high-performing teams, and driving strategic growth. Since 2020, Mr. Pineda has been serving as the Chief Executive Officer and Co-Founder of Coldwell Banker Exclusive, a real estate brokerage firm.

The new director is a 60-year-old real estate executive who currently serves as CEO and co-founder of Coldwell Banker Exclusive since 2020. He has prior board experience with non-profit organizations and holds a Bachelor of Science in electrical engineering from UCLA. His background is primarily in real estate rather than the company's core business.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

1 Added
Added Independent Director Agreement medium

Added in current filing · verify on EDGAR →

Independent Director Agreement, dated April 2, 2026, by and between OFA Group and Erwin Baquiran Pineda

OFA Group has entered into an Independent Director Agreement with Erwin Baquiran Pineda effective April 2, 2026. This indicates the appointment of a new independent director to the company's board, which is a governance event that may affect board composition and oversight.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify