Fusemachines (NASDAQ: FUSE) corrects Dolma-related insider ownership data

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fusemachines Inc. filed a current report to correct how insider share ownership is reported and to provide an updated ownership table. The company explains that prior Forms 4 for director Timothy Gocher mistakenly treated shares held by Dolma Impact Fund I as his beneficial holdings, even though he serves only as Dolma’s Chief Executive Officer and has no voting or dispositive power over those shares. Amended Forms 4 have now been filed to remove Dolma’s 2,677,293 shares from Mr. Gocher’s reported beneficial ownership.

The filing also presents an updated snapshot of major shareholders and management ownership based on 28,985,302 common shares outstanding as of July 1, 2026. Consilium-related funds and their managers collectively report beneficial ownership stakes of around 38–40% each, while founder and CEO Sameer Maskey holds just over 20%. All current directors and executive officers as a group hold about 23% of the company’s common stock.

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, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 28,985,302 shares Consilium Entities holdings: 11,944,765 shares (37.60%) Charles Cassel holdings: 13,104,866 shares (40.49%) +4 more

7 metrics

Shares outstanding 28,985,302 shares Common stock outstanding as of July 1, 2026

Consilium Entities holdings 11,944,765 shares (37.60%) Beneficial ownership of Fusemachines common stock

Charles Cassel holdings 13,104,866 shares (40.49%) Beneficial ownership including Consilium-related securities

Jonathan Binder holdings 13,104,864 shares (40.49%) Beneficial ownership including Consilium-related securities

Sameer Maskey holdings 6,010,280 shares (20.57%) CEO’s beneficial ownership of common stock

Dolma Impact Fund I holdings 2,677,293 shares (9.24%) Beneficial ownership; Dolma holds voting and dispositive power

Directors and officers group 6,701,807 shares (22.73%) All current directors and executive officers as a group

Key Terms

beneficial owner, voting power, dispositive power, restricted stock units, +1 more

5 terms

beneficial owner financial

"each person who is the beneficial owner of more than 5% of Company voting stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

voting power financial

"if that person has or shares “voting power,” which includes the power to vote"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

dispositive power financial

"does not have voting or dispositive power over the shares held by Dolma"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

restricted stock units financial

"237,500 restricted stock units which vest within 60 days of July 1, 2026"

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.

private placement warrants financial

"2,779,875 shares of Common Stock issuable upon the exercise of private placement warrants"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 08:43 AM Accepted by SEC EDGAR 07/02/2026 - 08:43 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): July 2, 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. New York 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 8.01 Other Events.

Fusemachines Inc., a Delaware corporation (the “Company”) is filing this Current Report on Form 8-K to provide corrected beneficial ownership information with respect to shares of the Company’s common stock previously reported as beneficially owned by Timothy Gocher, a member of the Company’s Board of Directors. Mr. Gocher previously filed Forms 4 with the Securities and Exchange Commission (the “Commission”) that attributed beneficial ownership of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), held by Dolma Impact Fund I (“Dolma”) to Mr. Gocher. Mr. Gocher serves as Chief Executive Officer of Dolma but does not have voting or dispositive power over the shares held by Dolma. Accordingly, those shares should not have been reported as beneficially owned by Mr. Gocher. The Company has determined that the prior Forms 4s filed by Mr. Gocher incorrectly included the shares held by Dolma in Mr. Gocher’s reported beneficial ownership. Mr. Gocher has filed amended Forms 4 to correct the previously reported beneficial ownership information. This Form 8-K is being filed voluntarily to disclose the corrected beneficial ownership of Mr. Gocher and Dolma following the filing of the amended Forms 4.

The following table sets forth certain information, as of July 1, 2026 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group. The beneficial ownership of shares of Common Stock is calculated based on 28,985,302 shares of Common Stock of the Company outstanding as of July 1, 2026.

Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days.

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Beneficial Owner	Number of Shares Beneficially Owned			Percentage of Common Stock Beneficially Owned
Five Percent Stockholders
Consilium Entities⁽¹⁾		11,944,765	⁽²⁾		37.60	%
Charles Cassel⁽¹⁾		13,104,866	⁽³⁾		40.49	%
Jonathan Binder⁽¹⁾		13,104,864	⁽⁴⁾		40.49	%
Sameer Maskey		6,010,280	⁽⁵⁾		20.57	%
Dolma Impact Fund I		2,677,293	⁽⁶⁾		9.24	%
Executive Officers and Directors
Sameer Maskey		6,010,280	⁽⁵⁾		20.57	%
Christine Chambers		70,000	⁽⁷⁾		*	%
Anish Joshi		224,447	⁽⁸⁾		*	%
Parag Shrestha		167,075	⁽⁹⁾		*	%
Robert Traghetto		85,265	⁽¹⁰⁾		*	%
Bharat Krish		25,000	⁽¹¹⁾		*	%
Tim Gocher		44,740	⁽¹²⁾		*	%
Julia Hirschberg		-			*	%
Salman Alam		75,000	⁽¹³⁾		*	%
All Fusemachines Pubco directors and executive officers as a group (nine individuals)		6,701,807			22.73	%

*	Less than 1%.

(1)	Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund are managed by Mr. Cassel and Mr. Binder (together with their affiliates, the “Consilium Entities”). Therefore Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Sponsor.

(2)	Includes (i) 4,072,414 shares of Common Stock held by Consilium Extended Opportunities Fund, (ii) 5,092,476 shares of Common Stock held by Consilium Frontier Equity Fund, and (iii) 2,779,875 shares of Common Stock issuable upon the exercise of private placement warrants held by Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.

(3)	Includes (i) 564,413 shares held directly by Mr. Cassel and Mr. Cassel’s spouse, (ii) 595,688 shares of Common Stock issuable upon the exercise of private placement warrants held directly by Mr. Cassel and Mr. Cassel’s spouse, and (iii) the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.

(4)	Includes (i) 564,412 shares held directly by Mr. Binder, (ii) 595,687 shares of Common Stock issuable upon the exercise of private placement warrants, and (iii) the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.

(5)	Includes (i) 4,127,708 shares directly held by Sameer Maskey and 237,500 restricted stock units which vest within 60 days of July 1, 2026, (i) 329,014 shares held by Sameer Maskey’s spouse, and (iii) 658,029 and 658,029 shares are held of record by Maskey Everest Trust and Maskey Annapurna Trust, respectively. Sameer Maskey exercises voting or dispositive control over any of the securities held by Maskey Everest Trust and Maskey Annapurna Trust. As such, Mr. Maskey may be deemed to be the beneficial owner of all shares held by Maskey Everest Trust and Maskey Annapurna Trust. Mr. Maskey disclaims individual ownership of such shares except to his individual pecuniary interest in such trusts.

(6)	Represents 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Dolma Impact Fund I has voting and dispositive power over the shares. Tim Gocher, a director of the Company, serves as Chief Executive Officer of Dolma. Mr. Gocher disclaims beneficial ownership of the shares held by Dolma Impact Fund I except to the extent of any pecuniary interest therein.

(7)	Includes 70,000 restricted stock units held by Ms. Chambers which vest within 60 days of July 1, 2026. Ms. Chambers disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(8)	Includes (i) 177,667 shares of Common Stock owned by Mr. Joshi directly, as well as (ii) vested stock incentive options exercisable for 46,780 shares of Common Stock that Mr. Joshi has the right to acquire within 60 days of July 1, 2026. Mr. Joshi disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(9)	Includes (i) 125,025 shares of Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for 42,050 shares of Common Stock that Mr. Shrestha has the right to acquire within 60 days of July 1, 2026. Mr. Shrestha disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(10)	Includes (i) 73,699 shares of Common Stock owned by Mr. Traghetto directly, as well as (ii) vested stock incentive options exercisable for 11,566 shares of Common Stock that Mr. Traghetto has the right to acquire within 60 days of July 1, 2026. Mr. Traghetto disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(11)	Includes 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Krish disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

(12)	Includes (i) vested stock incentive options exercisable for 19,740 shares of Common Stock that Mr. Gocher has the right to acquire within 60 days of July 1, 2026, and (ii) 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Gocher disclaims any beneficial ownership of shares, except to the extent of any pecuniary interest therein. Excludes 2,677,293 shares of Common Stock held by Dolma Impact Fund I. Mr. Gocher serves as Chief Executive Officer of Dolma Impact Fund I but does not have voting or dispositive power over such shares and disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

(13)	Includes (i) 50,000 shares of Common Stock owned by Mr. Alam directly, as well as (ii) 25,000 restricted stock units that vest within 60 days of July 1, 2026. Mr. Alam disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

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: July 2, 2026	FUSEMACHINES INC.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Fusemachines Inc. (FUSE) disclose in this 8-K filing?

Fusemachines disclosed a correction to insider beneficial ownership reporting and provided an updated ownership table. Prior Forms 4 for director Timothy Gocher wrongly included shares held by Dolma Impact Fund I, and amended Forms 4 have been filed to fix that error.

How many Fusemachines (FUSE) common shares were outstanding on July 1, 2026?

Fusemachines reports 28,985,302 shares of common stock outstanding as of July 1, 2026. This figure is the basis for calculating all reported ownership percentages in the filing’s beneficial ownership table for major shareholders, directors, and executive officers.

Who are the largest shareholders of Fusemachines (FUSE) after the correction?

Consilium-related entities are among the largest shareholders, with the Consilium Entities reporting 11,944,765 shares or 37.60% of common stock. Individuals Charles Cassel and Jonathan Binder each report beneficial ownership stakes of 13,104,866 and 13,104,864 shares, respectively, or 40.49% each.

What stake does CEO Sameer Maskey hold in Fusemachines (FUSE)?

CEO Sameer Maskey beneficially owns 6,010,280 shares of Fusemachines common stock, equal to 20.57%. His holdings include directly owned shares, spouse-held shares, restricted stock units vesting within 60 days, and shares held by two trusts over which he exercises voting or dispositive control.

How many Fusemachines (FUSE) shares are held by Dolma Impact Fund I?

Dolma Impact Fund I holds 2,677,293 shares of Fusemachines common stock, representing 9.24% of the company. Dolma has voting and dispositive power over these shares. Director Tim Gocher, Dolma’s CEO, disclaims beneficial ownership except for any pecuniary interest.

What percentage of Fusemachines (FUSE) stock is owned by directors and executives as a group?

All Fusemachines public company directors and executive officers as a group (nine individuals) beneficially own 6,701,807 shares. This represents 22.73% of the company’s common stock outstanding as of July 1, 2026, based on the ownership table in the filing.

Filing Exhibits & Attachments

4 documents