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Edgemode grants large options to CEO and CFO

Edgemode, Inc. reported that its board approved new stock option grants for Chief Executive Officer Charles Faulkner and Chief Financial Officer Simon Wajcenberg.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Edgemode, Inc. reported that its board approved new stock option grants for Chief Executive Officer Charles Faulkner and Chief Financial Officer Simon Wajcenberg. Each executive received a non-qualified option to purchase up to 350,000,000 shares of common stock at an exercise price equal to the closing sale price on OTC Markets on the trading day before the grant date, with a five-year term.

Half of the shares under each option will vest if the company or its subsidiaries closes a purchase agreement with a solid oxide fuel cell supplier for at least 100 MW of power capacity, as determined by the board. The remaining half will vest if the company or its subsidiaries closes an AI data center site sale agreement with a buyer for a minimum capacity of 100 MW, also subject to board determination.

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Insights

Edgemode links very large executive option grants to two sizable 100 MW project milestones.

Edgemode’s board granted non-qualified stock options over up to 350,000,000 shares each to its CEO and CFO, exercisable for five years at the prior trading day’s OTC Markets closing price. The structure ties substantial potential equity rewards to operational achievements rather than time-based vesting.

Vesting requires closing a solid oxide fuel cell supply agreement for at least 100 MW and an AI data center site sale agreement for at least 100 MW, in each case as determined by the board. Actual dilution and value transfer will depend on whether these large-scale agreements are completed and whether the options are exercised.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What executive stock option grants did Edgemode (EDGM) approve on February 10, 2026?
Edgemode’s board approved non-qualified stock options for CEO Charles Faulkner and CFO Simon Wajcenberg, each covering up to 350,000,000 shares of common stock. The options have performance-based vesting tied to major 100 MW energy and AI data center agreements and a five-year exercise term.

What are the vesting conditions for the new Edgemode (EDGM) executive stock options?
For each option, 50% of the underlying shares vest upon closing a purchase agreement with a solid oxide fuel cell supplier for at least 100 MW capacity. The remaining 50% vest upon closing an AI data center site sale agreement for a minimum 100 MW capacity, as determined by the board.

Who received the large stock option grants disclosed by Edgemode (EDGM)?
The stock options were granted to Charles Faulkner, Chief Executive Officer, and Simon Wajcenberg, Chief Financial Officer. Each executive received a separate non-qualified option agreement, filed as Exhibits 10.1 and 10.2, reflecting their performance-linked equity compensation packages.

What is the exercise price and term of Edgemode’s (EDGM) new executive stock options?
The exercise price equals the closing sale price of Edgemode’s common stock on OTC Markets on the trading day immediately before the grant date. Each non-qualified stock option is exercisable for five years, giving executives a multi-year window to exercise after vesting.

How are Edgemode’s (EDGM) solid oxide fuel cell and AI data center plans reflected in these options?
The options vest only if Edgemode or its subsidiaries close two major transactions: a solid oxide fuel cell supply agreement for at least 100 MW and an AI data center site sale agreement for at least 100 MW. These milestones embed the company’s strategic focus directly into executive incentives.

Where can investors find the full terms of Edgemode’s (EDGM) new stock options?
The complete non-qualified stock option agreements are filed as Exhibit 10.1 for Charles Faulkner and Exhibit 10.2 for Simon Wajcenberg. These exhibits provide detailed contractual terms beyond the high-level description in Item 5.02 of the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

Date of Report (Date of earliest event reported): February 10, 2026

 

Edgemode, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-55647   47-4046237
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301

(Address of Principal Executive Offices, and Zip Code)

 

(954) 380-3343

Registrant’s Telephone Number, Including Area Code

 

________________________________

(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 (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
None Not Applicable Not Applicable

 

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

 

On February 10, 2026 the board of directors of Edgemode, Inc. (the “Company”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their employment agreements with the Company. Each Stock Option shall each be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Company’s board of directors (the “Board”), and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board.

 

The foregoing descriptions of the Stock Options are qualified in their entirety by the full text of each Stock Option, filed herewith as Exhibits 10.1 and 10.2 and incorporated by reference into this Item 5.02.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

       
Exhibit #   Exhibit Description  
10.1   Stock Option Grant to Charles Faulkner dated February 10, 2026  
10.2   Stock Option Grant to Simon Wajcenberg dated February 10, 2026  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)  

 

 

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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.

 

  Edgemode, Inc.
     
Dated: February 12, 2026 By: /s/ Charles Faulkner
  Name: Charles Faulkner
  Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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