CEA Industries (BNC) pushes to cut 10X asset fees and shorten AMA term
Rhea-AI Filing Summary
CEA Industries Inc. announced that its Board has proposed amendments to the Asset Management Agreement with 10X Capital Asset Management LLC. The Board is seeking lower management fees, a shorter term and a more favorable termination provision to make the structure more cost-efficient.
10X has indicated it is willing to work cooperatively on potential changes, and the Board aims to conclude discussions quickly. The move follows the public confirmation by YZi Labs that it terminated a side agreement with 10X that had limited 10X’s ability to amend the arrangement. The company also plans to file a consent revocation statement in response to YZi Labs’ consent solicitation.
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Insights
Board moves to renegotiate asset management deal amid consent fight.
CEA Industries is trying to revise its Asset Management Agreement with 10X Capital Asset Management to secure lower fees, a shorter term and better termination rights. 10X has signaled cooperation, but any amendments remain subject to negotiation and agreement.
The timing overlaps with a consent solicitation by YZi Labs, and the company plans a consent revocation campaign. The press release notes that a previously disclosed side agreement between YZi and 10X, which had constrained amendments, has been terminated, clearing the way for talks.
Actual impact will depend on whether a revised agreement is executed and how materially it changes economics and flexibility. Further detail is expected in future SEC materials, including the planned consent revocation statement on Schedule 14A related to the YZi Labs solicitation.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
On February 18, 2026, CEA Industries Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) has made a proposal to 10X Capital Asset Management LLC (“10X”) to amend that certain Asset Management Agreement, dated August 5, 2025, by and between the Company and an affiliate of 10X. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 18, 2026 | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CEA Industries Inc. | |||
| Dated: | February 18, 2026 | By: | /s/ David Namdar |
| Name: | David Namdar | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
CEA Industries Board Advances Plan to Revise Asset Management Deal
Proposed amendment aims to lower management fees, reduce term and modify termination provision
Louisville, Colorado – February 18, 2026 — 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) announce regarding its Asset Management Agreement with 10X?
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Why is CEA Industries filing a consent revocation statement on Schedule 14A?
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Filing Exhibits & Attachments
6 documents