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ZeroStack (NASDAQ: ZSTK) ties executive options to VWAP and deal closing

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

Rhea-AI Filing Summary

ZeroStack Corp. reported that its independent directors approved new performance-based stock option grants for three senior leaders. The company granted 500,000 options to CEO Daniel Reis-Faria, 250,000 to CFO Dany Vaiman, and 500,000 to Executive Chairman Michael Heinrich.

The options have a $5.10 exercise price, a 10-year term, and are unexercisable until seven days after closing the Share Exchange Agreement involving Texas Blocker Corp. They are also subject to forfeiture unless shareholders approve them at the annual and special meeting expected on or about July 13, 2026. Vesting occurs in five 20% tranches when the share price reaches VWAP thresholds from $7.65 up to $17.85 on any trading day.

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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.
CEO options grant 500,000 options at $5.10 Granted to CEO Daniel Reis-Faria on May 5, 2026
CFO options grant 250,000 options at $5.10 Granted to CFO Dany Vaiman on May 5, 2026
Executive Chairman options 500,000 options at $5.10 Granted to Executive Chairman Michael Heinrich on May 5, 2026
VWAP vesting threshold 1 $7.65 VWAP 20% of options vest at this price on any trading day
VWAP vesting threshold 5 $17.85 VWAP Final 20% of options vest at this price on any trading day
Option term 10 years Term of the granted stock options from issuance
Shareholder meeting date On or about July 13, 2026 Planned date to seek shareholder approval of option grants
volume weighted average price financial
"The Stock Options will vest based on the volume weighted average price of the Company's Common Shares"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Share Exchange Agreement regulatory
"after the closing of the transactions contemplated by the Share Exchange Agreement by and among the Company, Texas Blocker Corp."
A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.
annual and special meeting of shareholders regulatory
"unless the Company's shareholders approve the grant of Stock Options at the Company's annual and special meeting of shareholders"
A combined reference to the regular yearly gathering where shareholders vote on routine business (annual meeting) and any extra meetings called to decide urgent or specific matters (special meeting). Think of the annual meeting as the company’s yearly check-in and the special meeting as a quick boardroom session called when something important requires shareholder approval; both matter because they determine leadership, major policy, and actions that can change a stock’s value.
Emerging growth company regulatory
"Emerging growth company"
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.
Form of Stock Option Agreement regulatory
"The Form of Stock Option Agreement for the Stock Options is filed as Exhibit 10.1"

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FAQ

What executive stock options did ZeroStack Corp. (NASDAQ: ZSTK) grant on May 5, 2026?
ZeroStack granted performance-based stock options to its CEO, CFO, and Executive Chairman. Awards total 500,000 options for the CEO, 250,000 for the CFO, and 500,000 for the Executive Chairman, all with a $5.10 exercise price and 10-year term, subject to specified conditions.

How do the new ZeroStack (NASDAQ: ZSTK) executive stock options vest?
The options vest in five 20% tranches based on share price performance. Each tranche vests when the volume weighted average price reaches $7.65, $10.20, $12.75, $15.30, and $17.85, respectively, on any trading day, tying vesting directly to market price milestones.

What conditions must be met before ZeroStack (NASDAQ: ZSTK) executives can exercise their new options?
The options are unexercisable until seven calendar days after closing the transactions under the Share Exchange Agreement with Texas Blocker Corp. They are also subject to forfeiture unless shareholders approve the grants at ZeroStack’s annual and special meeting expected around July 13, 2026.

What is the exercise price and term of ZeroStack (NASDAQ: ZSTK) executive stock options granted in May 2026?
All the granted stock options carry a $5.10 per share exercise price and a 10-year term from issuance. This long duration gives executives extended time to meet the performance vesting thresholds and potentially benefit from future share price appreciation.

How is shareholder approval involved in ZeroStack (NASDAQ: ZSTK) May 2026 option grants?
The option grants are subject to forfeiture if shareholders do not approve them. ZeroStack plans to seek this approval at its annual and special meeting of shareholders scheduled to be held on or about July 13, 2026, making investor consent a key condition.

What role does the Texas Blocker Corp. transaction play in ZeroStack (NASDAQ: ZSTK) option exercisability?
The options cannot be exercised until seven calendar days after closing the transactions under the Share Exchange Agreement among ZeroStack, Texas Blocker Corp., and specified stockholders. This links executive equity incentives to completion of that corporate transaction.
false 2026-05-05 0001790169 00-0000000 ZeroStack Corp. 0001790169 2026-05-05 2026-05-05

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): May 5, 2026

ZEROSTACK CORP.
(Exact name of registrant as specified in its charter)

Ontario 001-40397 Not Applicable
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

40 King Street West, Suite 2400
 Toronto, Ontario, Canada M5H 3Y2
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (954) 842-4989

Not Applicable
(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 Symbols   Name of each exchange on which registered
Common Shares, no par value   ZSTK   NASDAQ Capital 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 ☑

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 May 5, 2026, the independent members of the board of directors (the "Board") of ZeroStack Corp. (the "Company") granted (i) 500,000 stock options to Daniel Reis-Faria, Chief Executive Officer of the Company (the "Reis-Faria Options"), (ii) 250,000 stock options to Mr. Dany Vaiman, Chief Financial Officer of the Company (the "Vaiman Options") and (iii) 500,000 stock options to Mr. Michael Heinrich, the Executive Chairman of the Board (the "Heinrich Options" and together with the Reis-Faria Options and Vaiman Options, the "Stock Options").

The Stock Options are (a) unexercisable until seven calendar days after the closing of the transactions contemplated by the Share Exchange Agreement by and among the Company, Texas Blocker Corp. and stockholders of Texas Blocker Corp. named on Schedule A thereto and (b) subject to forfeiture, unless the Company's shareholders approve the grant of Stock Options at the Company's annual and special meeting of shareholders to be held on or about July 13, 2026.

The Stock Options will be exercisable at $5.10 per share and have a term of 10 years from issuance. The Stock Options will vest based on the volume weighted average price of the Company's Common Shares as follows:

Percentage of Options Vested At or above the following VWAP on any trading day
20% $7.65
20% $10.20
20% $12.75
20% $15.30
20% $17.85

The Form of Stock Option Agreement for the Stock Options is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Stock Options in this Current Report on Form 8-K is only a summary and is qualified in its entirety by reference to the actual terms of the Form of Stock Option Agreement.

Item 9.01. Exhibits.

Exhibit Description
10.1 Form of Stock Option Agreement, dated May 5, 2026
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  ZEROSTACK CORP.
  (Registrant)
   
Dated: May 6, 2026  
  By: /s/ Dany Vaiman
  Dany Vaiman
  Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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