Axe Compute Inc. (AGPU) CEO reports RSU grant and exits roles

Rhea-AI Filing Summary

Axe Compute Inc. Chief Executive Officer and director Raymond F. Vennare reported equity-related transactions and a leadership change. On December 10, 2025 he received 20,000 restricted stock units, each convertible into one share of common stock at no cost, which vested in full on January 1, 2026. When those RSUs were settled on February 5, 2026, the company withheld 6,758 shares of common stock at $2.59 per share to cover taxes, leaving Vennare with 19,677 shares of common stock held directly. The filing notes it was submitted late due to an administrative oversight. It also states that the board voted on February 6, 2026 to terminate Vennare’s employment without cause, effective February 9, 2026, and that he resigned as chairman and as a board member on that same effective date.

Positive

• None.

Negative

• CEO termination and board resignation: The board voted on February 6, 2026 to terminate Raymond F. Vennare’s employment without cause, effective February 9, 2026, and he resigned as chairman and director the same day.

Insights

Corporate governance and insider-transactions analyst

CEO RSU vesting is routine, but his termination and board resignation are a notable governance change.

The filing shows former CEO and director Raymond F. Vennare receiving 20,000 RSUs on December 10, 2025, which vested on January 1, 2026. These equity awards are common for senior executives and align compensation with the company’s stock performance.

On February 5, 2026, the RSUs were settled and Axe Compute withheld 6,758 shares at $2.59 per share for taxes, leaving Vennare with 19,677 directly held shares. This tax withholding mechanism is standard and does not represent an open-market sale.

More significantly, the board voted on February 6, 2026 to terminate Vennare’s employment without cause, effective February 9, 2026 and he resigned as chairman and as a director effective the same date. This represents a clear leadership transition; future company disclosures may describe the broader management and strategic implications.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vennare Raymond F

(Last) (First) (Middle)

C/O AXE COMPUTE INC.

91 43RD STREET, SUITE 110

(Street)

PITTSBURGH PA 15201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axe Compute Inc. [ AGPU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/10/2025		A		20,000(1)	A	$0.00	26,435	D
Common Stock	02/05/2026		F		6,758(2)	D	$2.59	19,677(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The grant consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vested in full on January 1, 2026. This Form 4 is being filed late due to an inadvertent administrative oversight. Upon discovery of the oversight, the Reporting Person is filing this Form 4 promptly and intends to comply with all future filing requirements under Section 16(a) of the Securities Exchange Act of 1934.

2. The RSUs were settled on February 5, 2026. The Issuer withheld 6,758 shares of common stock to cover withholding tax, in accordance with the Restricted Stock Unit Award Agreement between Reporting Person and the Issuer.

3. As disclosed on the Form 8-K filed February 9, 2026, the Issuer's Board of Directors (the "Board") voted on February 6, 2026 to terminate, without cause, the employment of Reporting Person with the Issuer, effective as of February 9, 2026. In connection with his termination, Reporting Person entered into a separation agreement with the Issuer and resigned as Chairman and a member of the Board, each effective as of February 9, 2026.

	/s/ Josh Blacher, Attorney -in-Fact	02/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Axe Compute Inc. (AGPU) report for Raymond F. Vennare?

The filing shows Raymond F. Vennare received 20,000 restricted stock units on December 10, 2025. When these vested and settled, Axe Compute withheld 6,758 shares at $2.59 per share for taxes, leaving him with 19,677 shares of common stock held directly.

How many Axe Compute Inc. (AGPU) shares does Raymond F. Vennare own after this Form 4?

Following the reported transactions, Raymond F. Vennare beneficially owns 19,677 shares of Axe Compute common stock directly. This balance comes after settlement of vested RSUs and withholding of 6,758 shares on February 5, 2026 to satisfy tax obligations under his award agreement.

What do the 20,000 RSUs granted to Axe Compute’s CEO represent?

The 20,000 RSUs granted on December 10, 2025 each represent one share of Axe Compute common stock upon vesting. They vested in full on January 1, 2026, then were settled into shares on February 5, 2026, with some shares withheld to cover applicable tax withholding obligations.

Why did Axe Compute Inc. withhold 6,758 shares from the CEO’s RSU settlement?

When the RSUs settled on February 5, 2026, Axe Compute withheld 6,758 shares of common stock at $2.59 per share. According to the filing, this withholding covered tax obligations under the Restricted Stock Unit Award Agreement between Raymond F. Vennare and the company.

Why was the Axe Compute Inc. (AGPU) Form 4 for Raymond F. Vennare filed late?

The Form 4 states it was filed late due to an inadvertent administrative oversight. Once the oversight was discovered, the reporting person submitted the Form 4 promptly and expressed an intention to comply with all future Section 16(a) filing requirements under the Securities Exchange Act of 1934.

What leadership changes at Axe Compute Inc. are disclosed in this Form 4?

The filing notes that Axe Compute’s board voted on February 6, 2026 to terminate Raymond F. Vennare’s employment without cause, effective February 9, 2026. In connection with this, he entered a separation agreement and resigned as chairman and as a member of the board effective February 9, 2026.