Fusemachines (FUSE) grants director 50,000 RSUs and notes Dolma stake

Rhea-AI Filing Summary

Fusemachines Inc. director Timothy Edward Gocher reported an equity grant and associated holdings. He received a Restricted Stock Unit (RSU) award for 50,000 shares of common stock on 01/06/2025 under the company’s 2025 Omnibus Equity Incentive Plan, at a price of $0.00 per share. The RSUs vest in two equal installments over a one-year period, and each RSU represents a contingent right to receive one share of Fusemachines common stock.

Following this grant, Gocher directly holds 50,000 shares of common stock. The filing also lists 2,677,292 shares as indirectly owned, including 1,870,638 shares of new Fusemachines common stock held by Dolma Impact Fund and 806,654 shares issuable to Dolma upon conversion of outstanding convertible notes. Gocher is the founder and Chief Executive Officer of Dolma and may be deemed to have voting and dispositive power over these securities, but he disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gocher Timothy Edward

(Last) (First) (Middle)

C/O FUSEMACHINES INC.

251 WEST 30TH STREET, 5TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fusemachines Inc. [ FUSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/06/2025		A		50,000(1)	A	$0.00(2)	50,000	D
Common Stock								2,677,292	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted Stock Unit ("RSU") award under the issuer's 2025 Omnibus Equity Incentive Plan, which vest in two equal installments over a one-year period.

2. Each RSU represents a contingent right to receive one share of the issuer's common stock.

3. Includes 1,870,638 shares of New Fusemachines common stock held directly by Dolma Impact Fund ("Dolma"), and 806,654 shares of New Fusemachines common stock issuable to Dolma upon the conversion of outstanding convertible notes. Mr. Gocher is the founder and Chief Executive Officer of Dolma, and so may be deemed to have voting and dispositive power over the securities held by Dolma. Mr. Gocher disclaims any beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

	/s/ Grant Levine, Attorney-in-Fact	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Fusemachines (FUSE) report for Timothy Edward Gocher?

Timothy Edward Gocher, a director of Fusemachines Inc., reported receiving a Restricted Stock Unit (RSU) award for 50,000 shares of common stock on 01/06/2025 under the company’s 2025 Omnibus Equity Incentive Plan at a price of $0.00 per share.

How do the 50,000 RSUs granted to the Fusemachines director vest?

The 50,000 RSUs granted to the Fusemachines director vest in two equal installments over a one-year period, and each RSU represents a contingent right to receive one share of Fusemachines common stock.

How many Fusemachines shares does Timothy Edward Gocher hold directly after the reported grant?

After the reported RSU grant, Timothy Edward Gocher directly holds 50,000 shares of Fusemachines common stock, corresponding to the RSU award reported in the filing.

What indirect Fusemachines holdings are associated with Dolma Impact Fund?

The filing lists 2,677,292 shares as indirectly owned, including 1,870,638 shares of new Fusemachines common stock held directly by Dolma Impact Fund and 806,654 shares of new Fusemachines common stock issuable to Dolma upon conversion of outstanding convertible notes.

What is Timothy Edward Gocher’s relationship to Dolma Impact Fund in the Fusemachines Form 4?

The filing states that Timothy Edward Gocher is the founder and Chief Executive Officer of Dolma Impact Fund and may be deemed to have voting and dispositive power over the securities held by Dolma, but he disclaims beneficial ownership of such shares except to the extent of any pecuniary interest.

What plan governs the RSU award reported by Fusemachines (FUSE)?

The RSU award for 50,000 shares reported for Timothy Edward Gocher was granted under the issuer’s 2025 Omnibus Equity Incentive Plan, as disclosed in the filing.