Inducement RSUs for new CEA Industries (NASDAQ: BNC) CFO

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CEA Industries Inc. approved a new 2026 Inducement Plan and granted a significant equity award to its recently appointed Chief Financial Officer, William (Brent) Miller. The plan authorizes up to 1,000,000 shares of common stock for equity awards to new employees as hiring incentives.

Under this plan, Mr. Miller received 363,636 time-based restricted stock units with a grant date fair value of $1,000,000. Twenty-five percent vests on the first anniversary of the grant, with the remainder vesting in equal quarterly installments through the fourth anniversary, subject to continued service.

The award includes pro-rata vesting on certain terminations, full vesting upon death, disability or certain change-in-control terminations, and is subject to clawback and recoupment policies, including those required under Section 10D of the Exchange Act.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CFO RSU grant size: 363,636 shares CFO RSU grant value: $1,000,000 Inducement Plan share reserve: 1,000,000 shares +3 more

6 metrics

CFO RSU grant size 363,636 shares Time-based RSUs granted April 6, 2026 as employment inducement

CFO RSU grant value $1,000,000 Grant date fair value under Employment Agreement

Inducement Plan share reserve 1,000,000 shares Maximum common shares issuable under 2026 Inducement Plan

Initial vesting cliff 25% Portion of RSUs vesting on first anniversary of grant date

Remaining vesting period Through 4th anniversary Remaining 75% vests in equal quarterly installments

Change in control protection window 12 months Full vesting on qualifying termination within 12 months after Change in Control

Key Terms

Nasdaq Listing Rule 5635(c)(4), restricted stock units, Inducement Plan, Change in Control, +1 more

5 terms

Nasdaq Listing Rule 5635(c)(4) regulatory

"as a material inducement to entering into employment with the Company 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.

restricted stock units financial

"authorized the grant of restricted stock units (“RSUs”) to Mr. Miller as a material inducement"

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.

Inducement Plan financial

"the Board approved the CEA Industries Inc. 2026 Inducement Plan (the “Inducement Plan”)"

An inducement plan is a program a company creates to encourage employees or new hires to stay or join by offering special benefits or rewards. It’s like a company giving extra bonuses or perks to persuade someone to choose their job over others, helping the company attract and keep talented workers.

Change in Control financial

"fully vested upon a qualifying termination (without Cause or for Good Reason) within twelve (12) months following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

clawback and recoupment regulatory

"The RSUs are further subject to clawback and recoupment provisions, including any compensation recovery policy"

Understanding 8-K Material Events →

04/09/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 6, 2026

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41266	27-3911608
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

385 South Pierce Avenue, Suite C

Louisville, Colorado 80027

(Address of principal executive office) (Zip Code)

(303) 993-5271

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001	BNC	Nasdaq Capital Market
Warrants to purchase Common Stock	BNCWW	Nasdaq Capital Market
Preferred stock purchase rights	NA	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on the Company’s Current Report on Form 8-K filed on March 12, 2026, the Board of Directors (the “Board”) of CEA Industries Inc. (the “Company”) appointed William B. Miller as the Company’s Chief Financial Officer, effective March 9, 2026. Pursuant to Mr. Miller’s Employment Agreement, Mr. Miller was entitled to receive a grant of restricted stock units with a grant date fair value of $1,000,000 as an inducement to accept employment with the Company.

On April 6, 2026, the Board approved the CEA Industries Inc. 2026 Inducement Plan (the “Inducement Plan”) and authorized the grant of restricted stock units (“RSUs”) to Mr. Miller as a material inducement to entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The Inducement Plan provides for the issuance of up to 1,000,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), through equity awards to eligible new employees of the Company or its related entities as a material inducement to entering into employment with the Company.

The RSU grant to Mr. Miller consisted of time-based RSUs for an aggregate of 363,636 shares of Common Stock, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments through the fourth anniversary of the grant date, subject to Mr. Miller’s continued service with the Company through each applicable vesting date. The RSUs are subject to the terms and conditions of the Inducement Plan and a Restricted Stock Unit Award Agreement between the Company and Mr. Miller, dated April 6, 2026 (the “RSU Award Agreement”).

Under the RSU Award Agreement, upon termination without Cause or resignation for Good Reason (each as defined in the Inducement Plan), Mr. Miller will vest in a pro-rata portion of the RSUs based on days of service through the termination date divided by the total days in the applicable vesting period. Upon death or Disability (as defined in the Inducement Plan), the RSUs will vest in full. In the event of termination for Cause or breach of any written restrictive covenant agreement, all RSUs will terminate and be cancelled immediately. The RSUs will also become fully vested upon a qualifying termination (without Cause or for Good Reason) within twelve (12) months following a Change in Control (as defined in the Inducement Plan). The RSUs are further subject to clawback and recoupment provisions, including any compensation recovery policy adopted by the Company to comply with applicable law, including Section 10D of the Exchange Act.

The foregoing descriptions of the Inducement Plan and the RSU Award Agreement are qualified in their entirety by reference to the full text of the Inducement Plan and the Form of RSU Award Agreement, copies of which are attached hereto as Exhibit 10.8 and Exhibit 10.9, respectively, and incorporated herein by reference.

Item 8.01. Other Events.

On April 8, 2026, the Company issued a press release announcing the inducement grant of RSUs to Mr. Miller under the Inducement Plan as reported under Item 5.02 above. A copy of this 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
10.8		CEA Industries Inc. 2026 Inducement Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8, filed April 8, 2026).
10.9		Form of Restricted Stock Unit Award Agreement under the CEA Industries Inc. 2026 Inducement Plan.
99.1		Press Release, dated April 8, 2026
104		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.

Dated: April 9, 2026

	CEA INDUSTRIES INC.

	By:	/s/ David Namdar
	Name:	David Namdar
	Title:	Chief Executive Officer

Exhibit 99.1

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

LOUISVILLE, CO, April 8, 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

Source: View Original Filing on SEC EDGAR

FAQ

What did CEA Industries Inc. (BNC) announce regarding its new CFO?

CEA Industries granted its new CFO, William (Brent) Miller, 363,636 time-based RSUs valued at $1,000,000. The award is an inducement to join the company, granted under the new 2026 Inducement Plan approved by the board on April 6, 2026.

What is the CEA Industries (BNC) 2026 Inducement Plan?

The 2026 Inducement Plan authorizes up to 1,000,000 shares of common stock for equity awards to new employees. It is used exclusively for grants made as a material inducement to employment, in accordance with Nasdaq Listing Rule 5635(c)(4).

How do the CFO’s RSUs from CEA Industries (BNC) vest?

Mr. Miller’s 363,636 RSUs vest 25% on the first anniversary of the grant date. The remaining 75% vests in equal quarterly installments through the fourth anniversary, contingent on his continued employment with the company at each vesting date.

What happens to the CEA Industries (BNC) CFO RSUs if employment ends?

If Mr. Miller is terminated without Cause or resigns for Good Reason, he vests in a pro-rata portion based on service. On death or Disability, the RSUs vest fully. Termination for Cause or certain breaches causes immediate cancellation of all unvested RSUs.

How are CEA Industries (BNC) RSUs treated in a change in control?

If there is a qualifying termination of Mr. Miller without Cause or for Good Reason within 12 months following a Change in Control, his RSUs become fully vested. This provides additional protection for the CFO in connection with potential corporate transactions.

Are CEA Industries (BNC) inducement RSUs subject to clawback?

Yes. The RSUs are subject to clawback and recoupment provisions, including any compensation recovery policy adopted to comply with applicable law, such as Section 10D of the Exchange Act. This allows the company to recover compensation in specified circumstances.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EX-99.1 8.9 KB

Agreements & Contracts

EX-10.9 EX-10.9 47.6 KB