STOCK TITAN

Deep Fission (FISN) holders expand equity plan and elect Class I directors

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Deep Fission, Inc. held its 2026 annual stockholder meeting, where stockholders approved an amendment to the 2025 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan by 5,000,000 shares.

Stockholders elected Leslie Goldman Tepper (35,294,762 for; 457,363 withheld) and Blake E. Janover (35,346,726 for; 405,399 withheld) as Class I directors to serve until the 2029 annual meeting. They also ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 with 30,680,096 votes for and 5,072,029 abstentions, and approved the equity plan amendment with 30,648,430 votes for, 423,732 against, and 4,679,963 abstentions.

Positive

  • None.

Negative

  • None.

Filing Explained

The approved increase adds 5,000,000 shares to the equity plan’s authorized issuance capacity; the filing does not report an issuance, so any effect on existing holders’ percentage ownership would arise only if additional shares are later issued.

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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share increase 5,000,000 shares Increase in common shares authorized for issuance under the 2025 Equity Incentive Plan approved at 2026 annual meeting
Votes for Leslie Goldman Tepper 35,294,762 Election as Class I director until the 2029 annual meeting
Votes for Blake E. Janover 35,346,726 Election as Class I director until the 2029 annual meeting
Auditor ratification - For 30,680,096 Votes for ratifying Grant Thornton LLP as independent registered public accounting firm for fiscal year ending December 31, 2026
Auditor ratification - Abstain 5,072,029 Abstentions on ratifying Grant Thornton LLP for fiscal year ending December 31, 2026
Equity plan amendment - For 30,648,430 Votes for amendment to increase shares under 2025 Equity Incentive Plan by 5,000,000
Equity plan amendment - Against 423,732 Votes against amendment to increase shares under 2025 Equity Incentive Plan
Equity plan amendment - Abstain 4,679,963 Abstentions on amendment to increase shares under 2025 Equity Incentive Plan
Equity Incentive Plan financial
"amendment to the Deep Fission, Inc. 2025 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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

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FAQ

What change to the 2025 Equity Incentive Plan did Deep Fission (FISN) stockholders approve?

Stockholders approved an amendment to increase the 2025 Equity Incentive Plan share pool by 5,000,000 shares of common stock, expanding the number of shares authorized for issuance to participants under the plan.

Which directors were elected at Deep Fission (FISN)’s 2026 annual meeting?

Stockholders elected Leslie Goldman Tepper and Blake E. Janover as Class I directors. Tepper received 35,294,762 votes for and Janover 35,346,726 votes for, each serving until the 2029 annual meeting.

Who is Deep Fission (FISN)’s independent auditor for fiscal 2026?

Stockholders ratified Grant Thornton LLP as Deep Fission’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 30,680,096 votes for and 5,072,029 abstentions recorded.

How did Deep Fission (FISN) stockholders vote on the amendment to the 2025 Equity Plan?

The amendment to increase shares under the 2025 Equity Plan by 5,000,000 received 30,648,430 votes for, 423,732 votes against, and 4,679,963 abstentions, with no broker non-votes reported on this proposal.

What is the term for Class I directors elected at Deep Fission (FISN)’s 2026 meeting?

The Class I directors elected—Leslie Goldman Tepper and Blake E. Janover—are each set to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.
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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 17, 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 17, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Deep Fission, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Deep Fission, Inc. 2025 Equity Incentive Plan (the “2025 Equity Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 5,000,000 shares.

 

The foregoing description of the amendment to the 2025 Equity Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Equity Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, the Company’s stockholders voted on the matters set forth below.

 

Proposal 1: The following nominees were elected to serve as Class I directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were as follows:

 

   For   Withheld   Broker Non-Votes 
Leslie Goldman Tepper   35,294,762    457,363     
Blake E. Janover   35,346,726    405,399     

 

Proposal 2: The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The votes were as follows:

 

For   Against   Abstain 
 30,680,096        5,072,029 

 

Proposal 3: The amendment to the 2025 Equity Plan to increase the number of authorized shares of common stock available for issuance thereunder by 5,000,000 shares was approved. The votes were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 30,648,430    423,732    4,679,963     

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1+   Deep Fission, Inc. 2025 Equity Incentive Plan, as amended
104  

Cover page Interactive data file (embedded within the inline XBRL document). 

 

 

 

 

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 17, 2026 /s/ Jon Gordon
  Jon Gordon
  General Counsel & Secretary

 

 

 

Filing Exhibits & Attachments

4 documents