CEA Industries Inc. Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

CEA Industries (NASDAQ: BNC) appointed Brent Miller as Chief Financial Officer effective March 9, 2026, and granted restricted stock units as an inducement under the company's 2026 Inducement Plan pursuant to Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

CEA Industries (NASDAQ: BNC) appointed Brent Miller as Chief Financial Officer effective March 9, 2026, and granted restricted stock units as an inducement under the company's 2026 Inducement Plan pursuant to Nasdaq Listing Rule 5635(c)(4).

The award comprises 363,636 RSUs that vest 25% on the first anniversary and the remaining 75% in equal quarterly installments through the fourth anniversary, subject to continued employment and the RSU award agreement.

Argus Apr 9 session

+39.04% close to close Open Argus

Details

News Market Reaction – BNCWW

On Apr 9, the first trading day after this news, BNCWW closed 39.04% above the previous close.

Data tracked by StockTitan Argus for the Apr 9 session.

Key Figures

RSU grant size: 363,636 shares Initial vesting proportion: 25% Remaining vesting proportion: 75% +5 more

RSU grant size

363,636 shares

Time-based RSUs granted to newly appointed CFO under 2026 Inducement Plan

Initial vesting proportion

25%

Vests on the first anniversary of grant date

Remaining vesting proportion

75%

Vests in equal quarterly installments through fourth anniversary

Current price

$0.0251

Latest price before publication versus Nasdaq-listed warrants

24h price change

-34.46%

Move in the 24 hours prior to this inducement grant announcement

52-week high

$0.31

Upper end of 52-week trading range for BNCWW

52-week low

$0.0192

Lower end of 52-week trading range for BNCWW

200-day moving average

$0.11

Pre-news long-term trend indicator for BNCWW

Historical Context

5 past events · Latest: Mar 26

5 events

1. Mar 26

   Agreement renegotiation update

   24h Move

   +1.3%

   Update on renegotiation of asset management agreement with 10X Capital.

2. Mar 16

   Earnings and CEO change

   24h Move

   -33.3%

   Large net loss and EPS loss tied to BNB decline plus CEO transition.

3. Mar 10

   CFO appointment

   24h Move

   +0.3%

   Appointment of Brent Miller as CFO with extensive financial experience.

4. Feb 25

   Shareholder letter

   24h Move

   -18.8%

   CEO letter stressing conservative balance sheet and BNB treasury strategy.

5. Feb 24

   Governance dispute

   24h Move

   +16.8%

   Call for disclosure of a complete copy of a secret side agreement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

restricted stock units, nasdaq listing rule 5635(c)(4), equity awards

3 terms

restricted stock units financial

"approved the granting of restricted stock units (“RSUs”) to Brent Miller"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

equity awards financial

"used exclusively to grant equity awards to individuals who were not previously employees"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LOUISVILLE, CO, April 08, 2026 (GLOBE NEWSWIRE) -- CEA Industries Inc. (NASDAQ: BNC) (“BNC” or the “Company”), today announced that its Board of Directors approved the granting of restricted stock units (“RSUs”) to Brent Miller, the Company’s newly appointed Chief Financial Officer (effective March 9, 2026), pursuant to the CEA Industries Inc. 2026 Inducement Plan (the “Inducement Plan”). The RSUs were granted as an inducement to Mr. Miller entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

The Inducement Plan is used exclusively to grant equity awards to individuals who were not previously employees of BNC, or who have completed a bona fide period of non-employment, as a material inducement to entering into employment with BNC, pursuant to Nasdaq Listing Rule 5635(c)(4).

The RSU grant consisted of time-based RSUs for an aggregate of 363,636 shares of BNC’s common stock, with twenty-five percent (25%) vesting on the first (1st) anniversary of the date of grant, and the remaining seventy-five percent (75%) vesting in equal quarterly installments through the fourth (4th) anniversary of the date of grant. Vesting is subject to Mr. Miller’s continued employment with BNC as of each vesting date. The RSUs are subject to the terms and conditions of the Inducement Plan and the terms and conditions of an RSU award agreement covering the grant.

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. 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 that 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, including 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. 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 are qualified in their entirety by cautionary statements and risk factor disclosures contained in BNC’s filings with the SEC. 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.

CEA Industries Media Inquiries:
Edelman Smithfield
CEA@edelmansmithfield.com

CEA Industries Investor Relations:
james@haydenir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is the new CFO of CEA Industries (BNC) and when did the appointment take effect?

Brent Miller is the new CFO, effective March 9, 2026. According to the company, he began as chief financial officer on that date as the board approved an inducement RSU grant tied to his employment.

How many restricted stock units did CEA Industries (BNC) grant to the new CFO?

The company granted an aggregate of 363,636 restricted stock units. According to the company, the RSUs were awarded under the 2026 Inducement Plan as an employment inducement.

What is the vesting schedule for the 363,636 RSUs granted by CEA Industries (BNC)?

Twenty-five percent vests on the first anniversary, then the remaining 75% vests quarterly through year four. According to the company, vesting is subject to continued employment at each vesting date.

Under what plan and rule were the RSUs for CEA Industries (BNC) granted to the CFO?

The RSUs were granted under the 2026 Inducement Plan pursuant to Nasdaq Listing Rule 5635(c)(4). According to the company, the plan is exclusively for new hires or those with a bona fide non-employment period.

Are the RSUs granted to the new CFO of CEA Industries (BNC) conditional on continued employment?

Yes. Vesting of the RSUs is conditional on continued employment at each vesting date. According to the company, the awards are also subject to the Inducement Plan and a separate RSU award agreement.