Deep Fission updates director pay policy

Deep Fission, Inc. reported that on July 23, 2026, its Board of Directors, following a recommendation from the Compensation Committee, modified the company’s Non-Employee Director Compensation Policy to better align director pay with market practice.

Rhea-AI Filing Summary

Deep Fission, Inc. reported that on July 23, 2026, its Board of Directors, following a recommendation from the Compensation Committee, modified the company’s Non-Employee Director Compensation Policy to better align director pay with market practice. The Board and Compensation Committee also approved an additional retainer for an independent chair of the Board or a lead independent director, if such a role is appointed. All incremental compensation provided under the modified policy will be delivered entirely as additional restricted stock units with a one-year vesting period, unless the Board or Compensation Committee later determines otherwise.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Par value per share: $0.0001 per share Board approval date: July 23, 2026 RSU vesting period: one year

3 metrics

Par value per share $0.0001 per share Common Stock par value stated in securities section

Board approval date July 23, 2026 Date the Board approved modified director compensation policy

RSU vesting period one year Incremental RSU grants to directors vest after one year

Key Terms

Non-Employee Director Compensation Policy, restricted stock units, lead independent director

3 terms

Non-Employee Director Compensation Policy financial

"modified the Company’s Non-Employee Director Compensation Policy as follows"

restricted stock units financial

"provided entirely through additional grants of restricted stock units, subject to a one-year vesting"

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.

lead independent director regulatory

"additional retainer for an independent chair of the Board or for a lead independent director"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Deep Fission (FISN) change in its director compensation policy?

Deep Fission (FISN) modified its Non-Employee Director Compensation Policy to better align with market practice. The changes focus on incremental compensation delivered through additional restricted stock units with a one-year vesting period.

When did Deep Fission (FISN) approve the revised director compensation policy?

Deep Fission (FISN) approved the revised policy on July 23, 2026. The Board acted on a recommendation from its Compensation Committee to update non-employee director compensation and add flexibility for retainers tied to board leadership roles.

How will incremental director pay be delivered under Deep Fission (FISN)'s new policy?

Incremental amounts under Deep Fission (FISN)'s modified policy will be provided entirely as additional restricted stock units. These RSU awards are subject to a one-year vesting condition, unless changed later by the Board or Compensation Committee.

What new retainer did Deep Fission (FISN) authorize for board leadership?

Deep Fission (FISN) authorized an additional retainer for an independent chair of the Board or a lead independent director. This retainer would apply only if such a role is appointed and would be paid through additional restricted stock units.

Does Deep Fission (FISN)'s update affect all directors or only certain roles?

The update covers non-employee directors generally and also anticipates an extra retainer for an independent chair or lead independent director. All incremental amounts from these changes are to be granted in restricted stock units with one-year vesting.

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

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Available on EDGAR 07/29/2026 - 04:02 PM Accepted by SEC EDGAR 07/29/2026 - 04:02 PM Learn about SEC filing dates

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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): July 29, 2026

Deep Fission, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-56407	87-4265302
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2001 Addison St., Suite 300 Berkeley, California
(Address of principal executive offices) 94704
(Zip Code)

Registrant’s telephone number, including area code: (707) 400-0778

N/A

(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		FISN		The Nasdaq Global 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 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 8.01 Other Events.

On July 23, 2026, the Board of Directors (the “Board”) of Deep Fission, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), modified the Company’s Non-Employee Director Compensation Policy as follows, to better align the compensation provided with market practice:

· Increased the value of the annual equity award to $175,000;

· Increased the value of the initial award provided to newly appointed directors to $350,000;

· Increased retainers for the chairs of committees to $25,000 for the Audit Committee of the Board (the “Audit Committee”) and $15,000 for the Compensation Committee and the Nominating and Corporate Governance Committee of the Board (the “NomGov Committee”); and

· Added retainers for committee members in the amount of $10,000 for the Audit Committee, $7,500 for the Compensation Committee and $5,000 for the NomGov Committee.

The Board and the Compensation Committee also approved an additional retainer for an independent chair of the Board or for a lead independent director, as applicable, in the event that an independent chair or lead independent director is appointed.

All incremental amounts provided under the modified policy will be provided entirely through additional grants of restricted stock units, subject to a one-year vesting condition, until otherwise determined by the Board or the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Non-Employee Director Compensation Policy (as amended)
104		Cover Page Interactive Data File (Inline XBRL)

SIGNATURE

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.

	DEEP FISSION, INC.
Date: July 29, 2026	/s/ Jon Gordon
	Jon Gordon
	General Counsel & Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 18.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB