Fusemachines (NASDAQ: FUSE) CEO receives 475,000 RSUs in equity grant

Rhea-AI Filing Summary

Fusemachines Inc. reported that Chief Executive Officer and director Sameer Maskey received an award of 475,000 restricted stock units on 01/06/2025. The grant was made at a price of $0.00 per unit under the company's 2025 Omnibus Equity Incentive Plan, and the RSUs vest in two equal installments over a one-year period. Each RSU represents a contingent right to receive one share of Fusemachines common stock.

After this award, Maskey directly beneficially owned 4,602,708 shares of common stock. He also had indirect beneficial ownership of 329,014 shares held by his spouse, and 658,029 shares held by Maskey Everest Trust and 658,029 shares held by Maskey Annapurna Trust, where he exercises voting or dispositive control but disclaims beneficial ownership except to the extent of his 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

OMB APPROVAL

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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^*

Maskey Sameer

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		475,000(1)	A	$0.00(2)	4,602,708	D
Common Stock								329,014	I	By spouse
Common Stock								658,029	I	See footnote(3)
Common Stock								658,029	I	See footnote(4)

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. These shares are held by Maskey Everest Trust. The Reporting Person exercises voting or dispositive control over the securities held by Maskey Everest Trust and may be deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities held by the Maskey Everest Trust except to the extent of his pecuniary interest therein. The Maskey Everest Trust is a trust established for the benefit of certain family members of the Reporting Person.

4. These shares are held by Maskey Annapurna Trust. The Reporting Person exercises voting or dispositive control over the securities held by Maskey Annapurna Trust and may be deemed to be the beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of the securities held by the Maskey Annapurna Trust except to the extent of his pecuniary interest therein. The Maskey Annapurna Trust is a trust established for the benefit of certain family members of the Reporting Person.

	/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 equity award did Fusemachines (FUSE) disclose for its CEO?

Fusemachines disclosed that Chief Executive Officer and director Sameer Maskey received an award of 475,000 restricted stock units of common stock on 01/06/2025.

How do the new RSUs for the Fusemachines (FUSE) CEO vest?

The 475,000 RSUs granted to Sameer Maskey under Fusemachines' 2025 Omnibus Equity Incentive Plan vest in two equal installments over a one-year period.

What does each RSU granted to the Fusemachines CEO represent?

Each restricted stock unit granted to the CEO represents a contingent right to receive one share of Fusemachines common stock, according to the filing.

Did the Fusemachines CEO pay anything for the 475,000 RSUs?

No. The filing states that the 475,000 RSUs were acquired at a price of $0.00 per unit.

How many Fusemachines shares does the CEO directly own after this award?

Following the reported RSU grant, Sameer Maskey beneficially owned 4,602,708 shares of Fusemachines common stock directly.

What indirect Fusemachines (FUSE) shareholdings are associated with the CEO?

The filing notes 329,014 shares held by his spouse, and 658,029 shares each held by Maskey Everest Trust and Maskey Annapurna Trust. Maskey exercises voting or dispositive control over the trust-held shares but disclaims beneficial ownership except for his pecuniary interest.