CEA Industries Board Advances Plan to Revise Asset Management Deal
Rhea-AI Summary
CEA Industries (Nasdaq: BNC) said its Board proposed changes to the Asset Management Agreement with 10X Capital Asset Management LLC on Feb. 18, 2026.
The Board seeks lower management fees, a shorter term and a more favorable termination provision. 10X has signaled willingness to negotiate, and the Board cites YZi Labs' termination of a prior side agreement as enabling these talks.
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Market Reality Check
Peers on Argus
BNC is down 2.33% while peers are mixed (HY and ASTE slightly up, TWI, WNC, AEBI down). With no peers in the momentum scanner and no same-day peer news, the move appears stock-specific rather than sector-driven.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 13 | Governance / listing | Positive | +0.0% | Company refuted YZi Labs’ delisting claims and affirmed Nasdaq rule compliance. |
| Feb 09 | Board appointment | Positive | -0.4% | Appointed governance and compliance expert Glenn Tyranski to Board and committees. |
| Feb 04 | Governance dispute | Positive | -1.2% | Requested 10X and YZi terminate a side agreement affecting asset management terms. |
| Dec 28 | Rights plan adopted | Negative | -2.3% | Adopted stockholder rights plan and bylaw changes in response to YZi Labs group. |
| Dec 15 | Earnings / strategy | Positive | -6.9% | Reported strong Q2 results and detailed shift to digital-asset-treasury BNB strategy. |
Recent history shows frequent downside or flat reactions even to seemingly positive governance and financial updates, suggesting a pattern of skepticism or profit-taking on good news.
This announcement follows months of governance and control-related developments involving YZi Labs and 10X. Since December 2025, BNC has adopted a stockholder rights plan, reported strong fiscal Q2 2026 results with a large digital-asset-treasury strategy, and launched consent-solicitation and revocation battles. Recent news also includes Board refreshment and refuting delisting claims. Today’s proposal to amend the Asset Management Agreement continues this focus on governance, cost structure, and aligning long-term stockholder interests.
Market Pulse Summary
This announcement highlights BNC’s Board seeking to amend its Asset Management Agreement with 10X to reduce management fees, shorten the term, and secure a more favorable termination provision. It follows extensive governance activity and disputes involving YZi Labs. Key points to monitor include whether negotiations conclude on terms that clearly reduce ongoing costs, how quickly any amended agreement takes effect, and how these changes interact with the company’s broader BNB-focused treasury strategy and control contest dynamics.
Key Terms
asset management agreement financial
AI-generated analysis. Not financial advice.
Proposed amendment aims to lower management fees, reduce term and modify termination provision
Louisville, Colorado, Feb. 18, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (Nasdaq: BNC) ("BNC" or the "Company"), a growth-oriented company focused on managing the world’s largest corporate treasury of BNB, today announced that BNC’s Board of Directors (the “Board”) has made a proposal to 10X Capital Asset Management LLC ("10X") to amend the Company's Asset Management Agreement (the "AMA").
Among other enhancements, the Board is seeking lower management fees, a shorter term and a more favorable termination provision. 10X has indicated its willingness to work cooperatively with the Company to amend the AMA, and the Company seeks to resolve these discussions expeditiously.
The Board believes that an amended AMA, including a more cost-efficient structure, will enhance operational flexibility and support long-term value creation. The Board looks forward to constructive discussions to renegotiate the AMA for the benefit of all stockholders.
The Board’s proposal follows a comprehensive review of the AMA and related matters, during which the Board evaluated the structure and terms of the agreement and developed a detailed plan for reform. After YZi Labs publicly confirmed the termination of its Secret Side Agreement with 10X, which had restricted 10X from agreeing to amendments, the Board is moving forward with its proposal.
About CEA Industries Inc.
CEA Industries Inc. (Nasdaq: BNC) is a growth-oriented company that has focused on building category-leading businesses in consumer markets, including building and managing the world’s largest corporate treasury of BNB.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” The statements in this press release that are not purely historical are forward-looking statements which involve risks and uncertainties, including forward-looking statements regarding BNC’s expectations or beliefs regarding the Company’s position as the largest BNB treasury in the world, the progress and pace of negotiations with 10X, 10X’s willingness to negotiate, and the possibility and terms of any amendments to the AMA. BNC wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in BNC’s business as well as other important factors may have affected and could in the future affect BNC’s actual results and could cause BNC’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of BNC. In evaluating these forward-looking statements, readers should consider various risk factors, which include, but are not limited to, BNC’s ability to keep pace with new technology and changing market needs; BNC’s ability to finance its current business and proposed future business, including the ability to finance the continued acquisition of BNB; the competitive environment of BNC’s business; and the future value and adoption of BNB. Actual future performance outcomes and results may differ materially from those expressed in forward-looking statements. Forward-looking statements are subject to numerous conditions and risks, many of which are beyond BNC’s control. In addition, these forward-looking statements and the information in this press release is qualified in its entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC, including BNC’s Form 10-Q filed with the SEC on December 15, 2025, Form 10-K filed with the SEC on March 27, 2025, and Form 10-KT filed with the SEC on July 25, 2025, each as may be amended or supplemented from time to time. Copies of BNC’s filings with the SEC are available on the SEC’s website at www.sec.gov. BNC undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Important Additional Information and Where to Find It
The Company intends to file a consent revocation statement on Schedule 14A, an accompanying YELLOW consent revocation card and other relevant documents with the SEC in connection with YZi’s consent solicitation. THE COMPANY’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING YELLOW CONSENT REVOCATION CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain free copies of the definitive consent revocation statement, an accompanying YELLOW consent revocation card, any amendments or supplements to the consent revocation statement and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov. Copies will also be available at no charge by scrolling to the “SEC Filings” section of the Company’s website at https://ceaindustries.com/investors.html.
Certain Information Regarding Participants in the Solicitation
The Company, its directors (Anthony K. McDonald, Nicholas J. Etten, Carly E. Howard, Hans Thomas and Annemarie Tierney) and certain of its executive officers (David Namdar) are deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of consent revocations from the Company’s stockholders in connection with YZi Labs’ consent solicitation. Information about the names of the Company’s directors and officers, their respective interests in the Company, by security holdings or otherwise, and their respective compensation is set forth in the “Information about our Directors” and “Executive Officers” sections in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of the Company’s Transition Report on Form 10-KT for the transition period from January 1, 2025 to April 30, 2025 (the “Form 10-KT”), in Part III, Item 11 – Executive Compensation of the Form 10-KT, in Part III, Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Form 10-KT and in Current Reports on Form 8-K filed with the SEC on August 8, 2025, October 7, 2025 and November 28, 2025. Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Statements of Change in Ownership on Form 3 and Form 4. Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s consent revocation statement on Schedule 14A and other materials to be filed with the SEC in connection with YZi Labs’ consent solicitation, if and when they become available. These documents will be available at no charge as described above.
CEA Industries Media Inquiries:
Edelman Smithfield
CEA@edelmansmithfield.com
CEA Industries Investor Relations:
james@haydenir.com
FAQ
What did CEA Industries (BNC) propose to 10X Capital on Feb. 18, 2026?
How could the proposed BNC amendment affect shareholder costs and flexibility?
Why did CEA Industries (BNC) say negotiations with 10X can now proceed?
Will the proposed changes to the AMA immediately change BNC's fees or term?
What timeline did CEA Industries (BNC) give for resolving the AMA discussions?
Does the BNC announcement include any financial figures or binding contract changes?
