Elauwit Connection (ELWT) appoints new CFO and launches 2026 performance incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Elauwit Connection, Inc. announced a Chief Financial Officer transition and new incentive program for executives and employees. The Board appointed James Philippe Di Bartolo II as CFO effective April 2, 2026, under a three-year employment agreement running through April 2, 2029. He will receive a $240,000 annual base salary, be eligible for a performance-based annual cash bonus, and receive a one-time $50,000 restricted stock unit grant vesting over one year. The company also established an annual incentive award program that provides select executives and employees with performance-based restricted stock units and cash awards tied to 2026 metrics including gross revenue, EBITDA, contracted units, and Google review scores.

Insights

CFO change and incentive plan look strategically aligned but neutral.

Elauwit Connection is refreshing its finance leadership while formalizing performance-linked pay. James Di Bartolo brings capital markets and structured finance experience from Goldman Sachs, Barclays, Lazard, and other institutions, which may support financing and growth initiatives.

The three-year contract with a $240,000 base salary, bonus eligibility, and a $50,000 RSU sign-on award is typical for a growth-stage public company. Standard non-disclosure, non-compete, non-solicitation, and indemnification terms align his interests with the company.

The new annual incentive program ties payouts to gross revenue, EBITDA, contracted units, and Google review metrics for the year ending December 31, 2026. With 75% of awards in PSUs and 25% in cash (or optionally all PSUs), compensation becomes more equity-based and performance-driven, but overall this represents routine governance rather than a thesis-changing event.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

CFO base salary: $240,000 per year CFO sign-on RSU award: $50,000 grant date fair value Employment term: Through April 2, 2029 +2 more

5 metrics

CFO base salary $240,000 per year Annual base salary under employment agreement effective April 2, 2026

CFO sign-on RSU award $50,000 grant date fair value One-time restricted stock unit award vesting over one year

Employment term Through April 2, 2029 Initial term of CFO executive employment agreement

PSU vs cash mix 75% PSUs, 25% cash Default payout composition for 2026 annual incentive program

Executive award cap Up to 50% of base salary Maximum 2026 award for Barry Rubens and Taylor Jones at maximum performance

Key Terms

performance-based restricted stock units, EBITDA, non-competition, indemnification agreement, +1 more

5 terms

performance-based restricted stock units financial

"eligible to receive an award consisting of performance-based restricted stock units under the Plan"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

EBITDA financial

"achievement is based on whether the Company achieves ... performance for gross revenue, EBITDA, contracted units"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

non-competition financial

"The employment agreement includes standard restrictive covenants, including non-disclosure, non-competition and non-solicitation"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

indemnification agreement financial

"Mr. Di Bartolo has also entered into an indemnification agreement on the same terms as the Company’s other senior executives"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

forward-looking statements regulatory

"This press release contains forward-looking statements, including with respect to the Company's growth strategies"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/01/2026 - 07:35 AM

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): March 30, 2026

Elauwit Connection, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42935

99-3101171

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 Alta Vista Drive, Suite 130 Columbia, South Carolina	29223
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 558-3099

(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
Common Stock, par value $0.0001 per share	ELWT	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 (§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 x

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.

Chief Financial Officer Transition

On March 30, 2026, the Board of Directors (the “Board”) of Elauwit Connection, Inc. (the “Company”) appointed James Philippe Di Bartolo II, age 38, to serve as the Chief Financial Officer of the Company, effective as of April 2, 2026. Prior to joining the Company, Mr. Di Bartolo served as Vice President, Structured Investing Group at Goldman Sachs & Co. from October 2024 to March 2026. From June 2021 to October 2024, Mr. Di Bartolo served as Vice President, Strategic Transactions Group at Barclays PLC. Mr. Di Bartolo also served as an Associate, Investment Banking – Financial Institutions Group at Lazard Frères & Co. from March 2018 to September 2019, and from March 2016 to March 2018, he served as an Investment Associated, Structured Finance at Varadero Capital, L.P. Mr. Di Bartolo served as an Associate, Investment Banking – Natural Resources Group at Goldman Sachs & Co. from July 2015 to March 2016 and an Analyst, Investment Management – FICC Solutions Group from July 2010 to July 2013.

In connection with Mr. Di Bartolo’s appointment, the Company and Mr. Di Bartolo entered into an executive employment agreement, effective as of April 2, 2026, pursuant to which Mr. Di Bartolo will serve as the Company’s Chief Financial Officer. The employment agreement will be in effect until April 2, 2029. Under the employment agreement, Mr. Di Bartolo will (i) receive an annual base salary of $240,000; (ii) be eligible to receive an annual cash bonus based on performance and achievement of Company goals and objectives as defined by the Compensation Committee; (iii) be granted a one-time sign-on award of restricted stock units under the Elauwit Connection, Inc. 2025 Stock Incentive Plan (the “Plan”) with a grant date fair value of $50,000, vesting over a one-year period subject to continued employment with the Company; and (iv) be eligible to participate in the Company’s other incentive, welfare and benefit plans made available to other senior executives. In addition, Mr. Di Bartolo is entitled to certain payments upon death, disability, a termination without Cause or a resignation by Mr. Di Bartolo for Good Reason, all as defined and set forth in detail in the employment agreement. The employment agreement includes standard restrictive covenants, including non-disclosure, non-competition and non-solicitation, and terms and conditions customarily found in similar agreements. Mr. Di Bartolo has also entered into an indemnification agreement on the same terms as the Company’s other senior executives.

As previously disclosed, the Company has a financing arrangement with Endurance Financial LLC (“Endurance”), an entity of which the Company’s Executive Chairman and a director are one-third members, and Endurance Opportunities I LLC (“Endurance Opportunities”). Endurance is the manager of Endurance Opportunities. Mr. Di Bartolo is a one-third member of Endurance. The information required by Item 404(a) of Regulation S-K is disclosed under Item 13: “Certain Relationships and Related Transactions, and Director Independence” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026 (the “Form 10-K”), and such information is incorporated herein by reference.

In connection with this transition, Sean Arnette was released from his position as Chief Financial Officer effective as of April 2, 2026. Mr. Arnette is entitled to certain payments consistent with termination without cause pursuant to the terms of his executive employment agreement.

On April 1, 2026, the Company issued a press release regarding the Chief Financial Officer transition, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Annual Incentive Award Program

Effective as of the date of filing of the Form 10-K, the Compensation Committee initiated an annual incentive award program for certain of the Company’s executive officers and employees. Under the program, these individuals will be eligible to receive an award consisting of performance-based restricted stock units under the Plan (“PSUs”) and cash if performance criteria are achieved over a one-year performance period. If earned, the PSUs will cliff vest after three years, subject to the participant’s continued employment. For the year ending December 31, 2026, the performance period is aligned with the fiscal year and achievement is based on whether the Company achieves threshold, target, or maximum levels of performance for gross revenue, EBITDA, contracted units, and google review metrics. The potential payouts under the program are based on a percentage of the employee’s base salary. For 2026, the program payouts will be 75% in PSUs and 25% in cash, unless the participant elects to receive the award 100% in PSUs. Each of Barry Rubens and Taylor Jones is entitled to receive up to 50% of his base salary as an award under this program if the Company achieves maximum performance for 2026. The number of shares of common stock underlying the PSUs for 2026 will be determined using the closing price of the common stock on the second business day after the filing of the Form 10-K and will be documented using the Form of Performance Stock Unit Award Agreement under the Plan, a copy of which was filed as Exhibit 10.8 to the Form 10-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press release regarding CFO transition.
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 hereunto duly authorized.

	ELAUWIT CONNECTION, INC.

Date: March 31, 2026	/s/ Barry Rubens
	Name:	Barry Rubens
	Title:	Chief Executive Officer

Exhibit 99.1

Elauwit Connection Appoints James Di Bartolo as Chief Financial Officer

Columbia, South Carolina - (Newsfile Corp. – April 1, 2026) - Elauwit Connection, Inc. (Nasdaq: ELWT) ("Elauwit" or the "Company"), a national managed services provider of turnkey broadband and property-wide WiFi networks serving multifamily, student housing, and senior living communities, today announced the appointment of James Di Bartolo as Chief Financial Officer, effective April 2, 2026.

“We are excited to welcome James to the Elauwit team as we continue to gain share in the robust multifamily housing market and expand the team to support our continued development,” said Dan McDonough, Executive Chairman. “James brings financial acumen and leadership to the role, plus a wealth of capital markets experience we intend to leverage as we continue to grow.”

“I also want to thank Sean Arnette for his exceptional work as part of the Elauwit team and our first Chief Financial Officer as a public company. Sean played a critical role in readying Elauwit for our initial public offering last fall, and led us through our first quarters as a public Company. We wish him well in his next role,” McDonough concluded.

Prior to joining the Company, Mr. Di Bartolo served as Vice President, Structured Investing Group at Goldman Sachs & Co. from October 2024 to March 2026. From June 2021 to October 2024, Mr. Di Bartolo served as Vice President, Strategic Transactions Group at Barclays PLC. He also served in Investment Banking roles at Lazard Frères & Co., Varadero Capital, L.P. and in the Natural Resources Group at Goldman Sachs & Co.

In connection with this transition, Mr. Arnette is departing from his position as Chief Financial Officer effective as of April 2, 2026.

About Elauwit Connection (Nasdaq: ELWT)

Elauwit is a publicly traded connectivity MSP dedicated to rental communities, including multifamily properties, student housing, and senior living. Elauwit designs, builds, and operates managed networks, backed by a service model that treats property teams and residents like a relationship, not an account number.

With dependable connections, exceptional resident support, and no-upfront-cost options, Elauwit helps owners deliver premium connectivity as a competitive advantage, supporting new revenue, resident retention and increased asset value.

Visit: www.elauwit.com

Forward-Looking Statements

This press release contains forward-looking statements, including with respect to the Company's growth strategies and its performance as a public company. The words “continue,” ”intend,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including market and other conditions and the Company's ability to achieve its growth objectives, and other factors set forth in the Company's filings with the SEC, including the Company's annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and subsequent quarterly reports on Form 10-Q. Actual results might differ materially from those explicit or implicit in the forward-looking statements. The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results or changes in expectations, except as required by law.

Media Contact: Katie Hayward Vice President of Marketing sales-pr@elauwit.com

Investor Relations: Matt Kreps Darrow Associates mkreps@darrowir.com +1-214-597-8200

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Elauwit Connection (ELWT) announce in this 8-K?

Elauwit Connection appointed James Philippe Di Bartolo II as Chief Financial Officer, effective April 2, 2026, replacing Sean Arnette. Arnette is departing and will receive payments consistent with a termination without cause under his existing executive employment agreement.

What are the main compensation terms for Elauwit Connection’s new CFO?

The new CFO will receive a $240,000 annual base salary, eligibility for an annual performance-based cash bonus, and a one-time $50,000 restricted stock unit award. The sign-on RSUs vest over one year, and he can participate in other executive benefit and incentive plans.

How long is James Di Bartolo’s employment agreement with Elauwit Connection (ELWT)?

James Di Bartolo’s executive employment agreement is effective April 2, 2026 and runs through April 2, 2029. It includes standard restrictive covenants, severance protections for certain termination scenarios, and an indemnification agreement similar to those of other senior executives.

What is Elauwit Connection’s new annual incentive award program for 2026?

The program offers performance-based restricted stock units and cash awards over a one-year performance period aligned with fiscal 2026. Payouts depend on achieving threshold, target, or maximum levels for gross revenue, EBITDA, contracted units, and Google review metrics, with awards cliff-vesting after three years.

How are 2026 incentive payouts structured for Elauwit Connection employees?

For 2026, program payouts are set as 75% in performance stock units and 25% in cash, unless a participant elects 100% PSUs. Awards are calculated as a percentage of base salary, with specific caps tied to maximum performance outcomes under defined metrics.

What potential award can key Elauwit executives earn under the 2026 program?

Each of Barry Rubens and Taylor Jones can receive up to 50% of base salary as an award if the company achieves maximum performance for 2026. The number of PSUs will be based on the closing stock price on the second business day after the Form 10-K filing.

How will Elauwit determine the number of PSUs granted for 2026 awards?

The number of common shares underlying 2026 performance stock units will use the closing price on the second business day after filing the Form 10-K. Awards are documented using the Form of Performance Stock Unit Award Agreement under the 2025 Stock Incentive Plan.

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 10.0 KB

Elauwit Connection (ELWT) appoints new CFO and launches 2026 performance incentive plan

Rhea-AI Filing Summary

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