{"url_path":"/sec/guac/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2081515/0001829126-26-005417-index.html","accession_number":"0001829126-26-005417","cik":"0002081515","ticker":"GUAC","issuer_name":"Berto Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2081515/0001829126-26-005417-index.html","primary_entity_key":"0002081515","primary_entity_name":"Berto Acquisition Corp. II"},"word_count":359,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn May 14, 2026, in connection with the IPO, Sam Lynn, Darla K. Anderson and Constance K. Weaver were appointed to the board of directors of the Company. Mr. Lynn, Ms. Anderson and Ms. Weaver are independent directors. Effective May 14, 2026, Mr. Lynn, Ms. Anderson and Ms. Weaver were appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with Mr. Lynn serving as chair of the Audit Committee, Ms. Weaver serving as chair of the Compensation Committee, and Ms. Anderson serving as chair of the Nominating and Corporate Governance Committee.\n\n \n\nFollowing the appointment of Mr. Lynn, Ms. Anderson and Ms. Weaver, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Ms. Anderson and Ms. Weaver, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Lynn, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, consisting of Vikas Mittal, will expire at the Company’s third annual meeting of shareholders.\n\n \n\nOn May 14, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.\n\n \n\nOther than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.\n\n \n\nThe foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference."}