ECD Automotive Design (NASDAQ: ECDA) cuts CEO pay 10% and assumes new 4x4 builds

Rhea-AI Filing Summary

ECD Automotive Design, Inc. reported several corporate governance and leadership updates. The board of directors amended the company’s bylaws to lower the quorum needed to hold a stockholder meeting from a majority of shares entitled to vote to 33 1/3 percent of such shares, making it easier for meetings to proceed and business to be conducted.

The company also extended Chief Executive Officer Scott Wallace’s employment term by two years, from December 12, 2025 through December 12, 2027, under his existing employment agreement. Effective December 12, 2025, his annual base salary was temporarily reduced by 10%, with the company planning to review this reduction quarterly and retaining discretion to continue, modify, or end it while leaving other contract terms unchanged.

In addition, ECD Automotive Design disclosed that it signed an agreement to assume select vehicle builds from a regional 4x4 restoration and modification shop serving the southern New England market, as described in a press release furnished as an exhibit. This indicates a move to take on additional project work in that geographic area.

Insights

Corporate governance and compensation analyst

ECD changes meeting rules, extends CEO contract, and assumes new build projects.

ECD Automotive Design lowered its stockholder meeting quorum from a majority of entitled shares to 33 1/3%. This makes it procedurally easier to conduct meetings and approve matters when investor participation is limited, which can help avoid delays but also means decisions can be made with fewer shares present.

The company extended CEO Scott Wallace’s employment term through December 12, 2027 while implementing a temporary 10% reduction in his annual base salary effective December 12, 2025. This combination suggests a commitment to leadership continuity while adjusting cash compensation, with future quarters used to reassess whether to maintain or reverse the reduction.

The agreement to assume select builds from a regional 4x4 restoration and modification shop in southern New England, described in the furnished press release dated December 12, 2025, points to incremental business activity in that region. Actual financial impact will depend on the volume and profitability of the assumed projects, which may be detailed in subsequent company disclosures.

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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

December 11, 2025

Date of Report (Date of earliest event reported)

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41497		86-2559175
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4390 Industrial Lane Kissimmee, Florida		34758
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 483-4825

(Former name or former address, if changed since last report)

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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		ECDA		The Nasdaq Stock Market LLC
Warrants		ECDAW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.03 Material Modifications to Rights

       On December 11, 2025, at a duly called meeting of the board of directors (the “Board”) of ECD Auto Design, Inc. (the "Company"), the Board adopted a resolution to amend the Company’s Bylaws to reduce the quorum requirement to hold a stockholder meeting for the transaction of business from a majority of the outstanding shares of capital stock of the Company entitled to vote at the meeting to 33 1/3 percent of the outstanding shares of capital stock of the Company entitled to vote at the meeting.

The foregoing description of the Amendment to the Second Amended and Restated Bylaws of ECD Automotive Design, Inc. is qualified in its entirety by reference to the full text of the Amendment to the Second Amended and Restated Bylaws of ECD Automotive Design, Inc., which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On December 12, 2025, the Company entered into Amendment No. 1 to the Employment Agreement (the "Amendment") with Scott Wallace, the Company's Chief Executive Officer, amending his employment agreement dated December 12, 2023 (the "Employment Agreement").  Pursuant to the Amendment, the term of Mr. Wallace's employment was extended for an additional two-year period, commencing on December 12, 2025 and continuing through December 12, 2027, unless terminated in accordance with the terms of the Employment Agreement.  In addition, effective December 12, 2025, Mr. Wallace’s annual base salary was temporarily reduced by ten percent (10%). The Company will review and reassess this temporary salary reduction on a quarterly basis and may, in its sole discretion, continue, modify, or discontinue the reduction. Except as expressly amended, all other terms and conditions of the Employment Agreement remain unchanged.  

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of Amendment No. 1 to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On December 12, 2025, the Company issued a press release announcing the Company has signed an agreement to assume select builds from a regional 4x4 restoration and modification shop servicing the southern New England market.  (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

         As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
3.1*		Amendment to the Second Amended and Restated Bylaws of ECD Automotive Design, Inc.
10.1*		Amendment No. 1 to Employment Agreement between ECD Auto Design, Inc. and Scott Wallace dated December 12, 2025
99.1**		Press Release dated December 12, 2025
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith.

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 hereunto duly authorized.

Dated: December 18, 2025
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Scott Wallace
	Name:	Scott Wallace
	Title:	Chief Executive Officer