Axe Compute (AGPU) grants 300,000 option inducement award to president

Rhea-AI Filing Summary

Axe Compute Inc. reported that President Kyle Robert Okamoto received a grant of 300,000 non-qualified stock options on April 1, 2026 as a compensation award. The options have an exercise price of $1.62 per share and expire on March 31, 2036.

The grant was issued as an inducement award under Nasdaq Listing Rule 5635(c)(4). One third of the options vest on the first anniversary of the grant date, and the remaining two thirds vest in equal monthly installments over the following 24 months, contingent on Mr. Okamoto’s continued employment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Okamoto Kyle Robert

Role President

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Options	300,000	$0.00	--

Holdings After Transaction: Non-Qualified Stock Options — 300,000 shares (Direct)

Footnotes (1)

1. The stock option was granted as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). The options are subject to a three-year vesting period with 1/3 vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments over the next 24 months, subject to Mr. Okamoto's continued employment with the Company through each vesting date.

Key Figures

Option grant size: 300,000 options Exercise price: $1.62 per share Underlying shares: 300,000 shares +3 more

6 metrics

Option grant size 300,000 options Non-qualified stock options granted April 1, 2026

Exercise price $1.62 per share Conversion or exercise price for the options

Underlying shares 300,000 shares Common stock underlying the option grant

Expiration date March 31, 2036 Option expiration

Post-grant derivative holdings 300,000 options Total options held following transaction

Vesting schedule 3 years 1/3 after one year; remainder monthly over 24 months

Key Terms

Non-Qualified Stock Options, inducement award, Nasdaq Listing Rule 5635(c)(4), vesting period, +1 more

5 terms

Non-Qualified Stock Options financial

"security_title: "Non-Qualified Stock Options""

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

inducement award financial

"The stock option was granted as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4)."

An inducement award is a special cash or equity payment given to a new hire—often an executive or key employee—outside the company’s regular pay plans to persuade them to join. Think of it like a signing bonus that can align the new person’s goals with shareholders but also represents a cost and can reduce existing owners’ percentage of the company, so investors watch these awards for their impact on ownership and future performance.

Nasdaq Listing Rule 5635(c)(4) regulatory

"granted as an inducement award pursuant to 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.

vesting period financial

"The options are subject to a three-year vesting period with 1/3 vesting on the first anniversary..."

A vesting period is the set amount of time someone must wait before they fully own granted shares, stock options, or other equity tied to their work or an agreement; ownership increases gradually or in steps during that time. Investors care because vesting determines when insiders or employees can sell shares, which affects future supply of stock, company incentives and executive retention—think of it like unlocking ownership over installments rather than receiving it all at once.

underlying security financial

"underlying_security_title: "Common Stock""

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Okamoto Kyle Robert

(Last) (First) (Middle)

91 43RD STREET, SUITE 110

(Street)

PITTSBURGH PENNSYLVANIA 15201

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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

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
Non-Qualified Stock Options(1)	$1.62	04/01/2026		A		300,000		(2)	03/31/2036	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. The stock option was granted as an inducement award pursuant to Nasdaq Listing Rule 5635(c)(4).

2. The options are subject to a three-year vesting period with 1/3 vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments over the next 24 months, subject to Mr. Okamoto's continued employment with the Company through each vesting date.

	/s/ Kyle Okamoto	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Axe Compute (AGPU) report for Kyle Robert Okamoto?

Axe Compute reported that President Kyle Robert Okamoto received 300,000 non-qualified stock options as a grant. The options relate to common stock, were granted at a $1.62 exercise price, and represent a compensation award rather than an open-market share purchase or sale.

What are the key terms of Kyle Okamoto’s 300,000 stock options at Axe Compute (AGPU)?

Kyle Okamoto’s award consists of 300,000 non-qualified stock options with a $1.62 per share exercise price. The options expire March 31, 2036, and are tied to Axe Compute’s common stock, giving him the right to buy shares at that fixed price once vested.

How do Kyle Okamoto’s Axe Compute (AGPU) stock options vest over time?

The options vest over three years. One third vests on the first anniversary of the April 1, 2026 grant date. The remaining two thirds vest in equal monthly installments during the following 24 months, subject to his continued employment with Axe Compute through each vesting date.

Why was the Axe Compute (AGPU) option grant to Kyle Okamoto classified as an inducement award?

The options were granted as an inducement award under Nasdaq Listing Rule 5635(c)(4). This rule permits equity grants outside shareholder-approved plans to attract or retain key employees, and the filing states the grant was made pursuant to this specific Nasdaq listing rule.

How many Axe Compute (AGPU) options does Kyle Okamoto hold after this transaction?

After the transaction, Kyle Okamoto holds 300,000 non-qualified stock options directly. These options are tied to 300,000 shares of Axe Compute common stock as the underlying security, reflecting the full size of this inducement grant reported in the Form 4.