Fabric.AI, Inc. expanded its equity compensation capacity after stockholders approved a fifth amendment to the company’s Long-Term Incentive Plan at the 2026 annual meeting. The amendment increases the shares of common stock available for awards by 4,600,000, bringing the total plan pool to 5,000,000 shares.
Stockholders also elected five directors and approved all other proposals described in the proxy statement, with no broker non-votes reported. In a separate decision, the board later set the frequency of future advisory votes on named executive officer compensation at every three years, with a re-evaluation planned after the 2032 annual meeting.
Fabric.AI, Inc. reported that Chief Financial Officer Joseph W. Ramelli received a grant of employee stock options. He was awarded options covering 50,000 shares of common stock at an exercise price of $3.70 per share, expiring on June 18, 2036.
These options vest in four equal 25% installments: 25% vested on the grant date, and 25% will vest on each of June 30, 2026, September 30, 2026, and December 31, 2026, as long as he continues working for or providing services to the company on each vesting date.
Fabric.AI, Inc. director Walker Wayne Remell received a grant of employee stock options covering 45,042 shares of common stock. The options have an exercise price of $3.7000 per share and expire on June 18, 2036. Following this award, he holds 45,042 options directly.
The options vest in four equal 25% installments. The first 25% vested on the grant date, with additional 25% tranches scheduled to vest on June 30, 2026, September 30, 2026, and December 31, 2026, contingent on his continued service to Fabric.AI, Inc. through each vesting date.
SCHIFFMAN GREGORY T reported acquisition or exercise transactions in this Form 4 filing.
Fabric.AI, Inc. director Gregory T. Schiffman received a grant of 45,042 employee stock options to buy common stock at $3.70 per share. All 45,042 options are held directly after the grant and expire on June 18, 2036.
The options vest in four equal 25% installments: 25% vested on the grant date, and 25% will vest on June 30, 2026, September 30, 2026, and December 31, 2026, if he continues providing services to the company.
Fabric.AI, Inc. director Joseph Zvi received a grant of employee stock options covering 45,042 shares of common stock at an exercise price of $3.70 per share. All 45,042 options are reported as held directly after the grant.
The options expire on June 18, 2036. Vesting is staggered: 25% vested on the grant date, with additional 25% tranches scheduled to vest on June 30, 2026, September 30, 2026, and December 31, 2026, conditioned on Zvi continuing to be employed by or providing services to the company on each vesting date.
Fabric.AI, Inc. director Sebastian Giordano reported receiving an employee stock option grant covering 45,042 shares of common stock at an exercise price of $3.70 per share, expiring on June 18, 2036.
According to the vesting terms, 25% of the options vested on the grant date, with additional 25% portions scheduled to vest on June 30, 2026, September 30, 2026, and December 31, 2026, so long as he continues providing services to the company.
Fabric.AI, Inc. ownership disclosure: Jane Street Group, LLC and two Jane Street subsidiaries report shared beneficial ownership of 250,997 shares of common stock, representing 5.2% of the class. The filing lists Jane Street Capital, LLC with 113,569 shares and Jane Street Global Trading, LLC with 137,428 shares. Signatures by Jeremy Kahn appear with dates of 06/04/2026.
Fabric.AI, Inc. has called its 2026 annual stockholder meeting for June 18, 2026, to be held virtually via live webcast. Stockholders of common and preferred stock as of April 22, 2026, can vote online, by phone, by mail, or during the meeting.
Key items include electing five directors, approving an issuance proposal, ratifying Stephano Slack LLC as auditor, and a major amendment to the Long-Term Incentive Plan to raise shares authorized for issuance under the plan by 4,600,000 to a total of 5,000,000 shares. Stockholders will also vote on executive pay on an advisory basis, choose how often future say‑on‑pay votes occur, and consider a proposal to adjourn the meeting if needed to solicit more proxies.
Fabric.AI, Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held at 10:00 a.m. New York time on June 12, 2026. The Board recommends votes for director nominees and several proposals, including an Incentive Plan Amendment to increase authorized awards by 2,800,000 shares to a total of 3,200,000 shares. The Board fixed April 22, 2026 as the record date; on that date there were 1,455,975 shares of Common Stock outstanding. The proxy materials and 2025 Annual Report are being delivered by paper under the "Full Set Delivery" method, and stockholders may vote online, by phone or by mail.