AI leader Julia Hirschberg joins Fusemachines (NASDAQ: FUSE) board as director

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fusemachines Inc. reported changes to its Board of Directors. Effective May 31, 2026, the Board appointed Dr. Julia Hirschberg as a Class II director, serving until the 2027 annual meeting or until a successor is elected and qualified. She also joins the Audit, Compensation, and Nominating and Corporate Governance Committees and becomes chair of the Compensation Committee.

In connection with her appointment, director Sanjay Shrestha resigned from the Board and its committees, with the company stating his resignation was not due to any disagreement on operations, policies, or practices. A related press release highlights Dr. Hirschberg’s extensive background in artificial intelligence research, industry leadership, and AI governance, which the company believes will support its enterprise AI strategy and responsible innovation efforts.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Terms

Emerging growth company, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, +2 more

6 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Audit Committee financial

"appointed as a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Compensation Committee financial

"member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”)"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Nominating and Corporate Governance Committee financial

"following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”)"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

Regulation FD regulatory

"Item 7.01. Regulation FD Disclosure. On June 1, 2026, the Company issued a press release"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

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.

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Understanding 8-K Material Events →

06/01/2026 - 08:18 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): May 31, 2026

FUSEMACHINES INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42909

98-1602789

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

200 West 41st Street, 21st floor,

New York, NY 10036

(Address of principal executive offices and zip code)

(347) 212-5075

(Registrant’s telephone number, including area code)

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	FUSE	Nasdaq Stock Market LLC
Warrants to purchase shares of Common Stock	FUSEW	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 ☒

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment of Directors

Effective May 31, 2026, the board of directors (the “Board”) of Fusemachines Inc., a Delaware corporation (the “Company” or “Fusemachines”), following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Julia Hirschberg as a member of the Board as a Class II director, until the Company’s 2027 annual meeting of stockholders or until Ms. Hirschberg’s successor is duly elected and qualified. Ms. Hirschberg was also appointed as a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating Committee. Ms. Hirschberg was also appointed as chair of the Compensation Committee.

Ms. Hirschberg, age 79, is the Percy K. and Vida L. W. Hudson Professor of Computer Science at Columbia University, a position she has held since 2002, and previously served as Chair of the Computer Science Department from 2012 to 2018. She received her PhD in Computer Science from the University of Pennsylvania. Prior to joining Columbia, Ms. Hirschberg worked at Bell Laboratories and AT&T Laboratories — Research from 1985 to 2003, serving as a Member of Technical Staff, Division Manager and Technology Leader, and creating the Human-Computer Interface Research Department. Ms. Hirschberg also served as a Guest Professor at the Royal Institute of Technology (KTH) in Stockholm from 2008 to 2009. She co-chaired the Computing Research Association’s Committee on Women from 2016 to 2019, was an Amazon Scholar from 2020 to 2025. Ms. Hirschberg is a Fellow of the Association for the Advancement of Artificial Intelligence (since 1994), a Fellow of the International Speech Communication Association (since 2008), a Fellow of the Association for Computational Linguistics (since 2011), a Fellow of the Association for Computing Machinery (since 2015), and a Fellow of the Institute of Electrical and Electronics Engineers (since 2017). She has been a member of the National Academy of Engineering since 2017 and a member of the American Academy of Arts and Sciences since 2018. In 2025, she was elected to the National Academy of Artificial Intelligence Academy of Sciences, from which she received the Artificial Intelligence Exploration Award. She has received PhDs from both the University of Pennsylvania and the University of Michigan.

The Nominating Committee and the Board believe that Ms. Hirschberg’s significant experience in artificial intelligence, computer science and technology leadership provides valuable operational, leadership, strategy and management skills to the Board.

There is no arrangement or understanding between Ms. Hirschberg and any other person pursuant to which Ms. Hirschberg was selected and appointed by the Board and there is no family relationship between Ms. Hirschberg and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Ms. Hirschberg which would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Ms. Hirschberg will receive compensation similar to the other non-employee members of the Board as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 27, 2026 (the “Annual Report”) or incorporated by reference therein, and will execute a standard indemnity agreement with the Company substantially in the form filed as an exhibit to the Annual Report.

Resignation of Director

On May 31, 2026, in connection with the appointment of Ms. Hirschberg, Sanjay Shrestha resigned as a member of the Board, as the chair of the Compensation Committee, and as a member of each of the Audit Committee and the Nominating Committee. The resignation of Mr. Shrestha was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board and the Company are deeply grateful for Mr. Shrestha’s service, dedication, and contributions to the Company.

Item 7.01. Regulation FD Disclosure.

On June 1, 2026, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the appointment of Ms. Hirschberg to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated May June 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 1, 2026	FUSEMACHINES INC.

		By:	/s/ Sameer Maskey
			Sameer Maskey
			Chief Executive Officer

Exhibit 99.1

Fusemachines Appoints Renowned AI Pioneer Dr. Julia Hirschberg to Board of Directors

New York, NY – June 01, 2026 – Fusemachines Inc. (NASDAQ: FUSE), a leading enterprise AI company, today announced the appointment of Dr. Julia Hirschberg, one of the world’s most distinguished artificial intelligence researchers and educators, to its Board of Directors.

Dr. Hirschberg is the Percy K. and Vida L. W. Hudson Professor of Computer Science at Columbia University, where she previously served as Chair of the Department of Computer Science. As an internationally recognized AI researcher and leader in language and speech processing, she has made foundational contributions to the fields of natural language processing, speech technology, and conversational AI over a career spanning several decades.

Her numerous honors include election to the National Academy of Engineering, the American Academy of Arts and Sciences, and the National Academy of Artificial Intelligence. She is also an ACL Fellow, ACM Fellow, AAAI Fellow, and IEEE Fellow, and is a recipient of the prestigious ISCA Medal for Scientific Achievement. Dr. Hirschberg holds two Ph.D. degrees and has been awarded two honorary doctorates in recognition of her groundbreaking contributions to artificial intelligence research and education.

Throughout her distinguished career, Dr. Hirschberg has authored hundreds of peer-reviewed scientific publications and has mentored generations of researchers, innovators, entrepreneurs, and technology leaders who are shaping the future of AI around the world.

In addition to her distinguished academic career, Dr. Hirschberg brings extensive industry leadership experience. She previously served as a Department Head at AT&T Bell Labs and founded the Human Computer Interface Research Department, where she led pioneering research in speech, language, and conversational technologies. Under her leadership, research innovations were translated into technologies and products that helped advance the practical application of AI in real-world settings. Her ability to bridge cutting-edge research with industry needs gives her a rare perspective on how organizations can transform scientific breakthroughs into impactful, market-ready solutions. This combination of academic excellence, research leadership, and product innovation will be invaluable as Fusemachines continues to develop enterprise AI solutions and expand its global reach.

As artificial intelligence, and particularly Agentic AI, continues to advance in leaps and bounds, the importance of responsible AI development has never been greater. Questions surrounding bias, security, transparency, governance, accountability, and the future of work are becoming increasingly central to organizations deploying AI at scale. Fusemachines believes that Dr. Hirschberg’s decades of experience spanning both academic research and industry innovation will provide valuable guidance as the company continues to strengthen its approach to AI governance. Her insights into how AI technologies have evolved from research concepts into real-world products will help inform Fusemachines’ efforts to develop robust ethical AI policies and governance frameworks that promote responsible innovation while maximizing positive impact for businesses, workers, and society.

“We are thrilled to welcome Julia to the Fusemachines Board of Directors,” said Dr. Sameer Maskey, Founder and CEO of Fusemachines. “Julia is one of the world’s leading AI researchers and educators. Her pioneering contributions to language and speech technologies have helped shape modern AI, and her mentorship has influenced generations of researchers, entrepreneurs, and innovators. With her deep expertise in AI research, governance, and innovation, Julia will be an invaluable advisor as Fusemachines continues to grow its global impact and advance the responsible adoption of AI.”

Commenting on her appointment, Dr. Hirschberg said, “I am delighted to join the Fusemachines Board of Directors. Fusemachines has demonstrated a strong commitment to democratizing AI education and helping organizations harness the transformative potential of artificial intelligence. I look forward to supporting the company’s mission and contributing to its next phase of growth and innovation.”

As Dr. Hirschberg joins the Fusemachines Board of Directors, current Board Director Sanjay Shrestha is stepping down from the Board. Fusemachines is grateful for Sanjay’s contributions and leadership and is pleased that he will continue to support the company as a member of its Board of Advisors, providing strategic guidance and counsel.

Dr. Hirschberg’s appointment reflects Fusemachines’ continued commitment to bringing world-class expertise to its leadership and governance. As AI becomes increasingly central to business transformation, her deep knowledge of language technologies, speech processing, AI governance, and responsible innovation will help guide the company’s long-term strategy. Her experience spanning academia, research leadership, product innovation, and talent development positions her uniquely to support Fusemachines as it builds AI solutions that are both technologically advanced and socially responsible.

About Fusemachines

Founded in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging proprietary AI Studio, AI Engines and AI Agents, the company helps drive clients’ AI Enterprise Transformation, regardless of where they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides a suite of enterprise AI offerings and specialty services that allow organizations of any size to implement and scale AI. Fusemachines serves companies in industries such as retail, manufacturing, and government.

Fusemachines continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities and helping organizations achieve their full potential with AI.

To learn about Fusemachines, visit www.fusemachines.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the anticipated benefits of any changes to the Company’s Board of Directors and management; and the Company’s broader product development, commercialization, and growth strategy. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “expect,” “intend,” “may,” “plan,” “potential,” “will,” “would,” and similar expressions.

These forward-looking statements are based on current expectations, estimates, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, risks related to the successful implementation and execution of the reseller partnership; customer adoption and retention; the ability of the Company’s AI solutions to deliver the expected operational, recruiting, and business benefits; the Company’s strategy and governance; the Company’s ability to develop, maintain, and enhance its products and platform; reliance on third-party platforms, partners, data, and infrastructure; competition in the markets in which the Company operates; cybersecurity, data privacy, regulatory, and intellectual property risks; and changing macroeconomic, industry, and market conditions.

Additional information regarding these and other risks and uncertainties is included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2026, and in subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made, and Fusemachines undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Media Contact:

pr@fusemachines.com

Investor Contact:

ir@fusemachines.com

+1 347 212-5075

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Fusemachines (FUSE) announce on May 31, 2026?

Fusemachines appointed Dr. Julia Hirschberg as a Class II director effective May 31, 2026. She will serve until the 2027 annual meeting or until a successor is elected and qualified, and will sit on multiple key board committees.

What roles will Dr. Julia Hirschberg hold on the Fusemachines (FUSE) board?

Dr. Hirschberg joins Fusemachines’ Audit, Compensation, and Nominating and Corporate Governance Committees. She is also appointed chair of the Compensation Committee, giving her a central role in overseeing executive pay and broader compensation policies at the company.

Why does Fusemachines (FUSE) highlight Dr. Hirschberg’s AI background in this 8-K?

Fusemachines emphasizes Dr. Hirschberg’s long career in artificial intelligence, language, and speech technologies, as well as her work in AI governance. The company believes this expertise will help guide its enterprise AI products and responsible innovation and governance frameworks.

Did any Fusemachines (FUSE) director resign in connection with this appointment?

Yes. Sanjay Shrestha resigned as a board member and as a member of the Audit, Compensation, and Nominating Committees on May 31, 2026. The company states his resignation was not due to any disagreement regarding operations, policies, or practices.

How will Sanjay Shrestha remain involved with Fusemachines (FUSE) after resigning?

Fusemachines notes that while Sanjay Shrestha is stepping down from the Board of Directors, he will continue to support the company as a member of its Board of Advisors, providing ongoing strategic guidance and counsel in a non-director capacity.

What does Fusemachines (FUSE) say about forward-looking statements in this release?

The company includes a standard forward-looking statements disclaimer referencing expectations about board changes, product development, commercialization, and growth strategy. It notes these statements are subject to risks detailed in its Form 10-K and subsequent Form 10-Q filings with the SEC.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 20.1 KB