Fusemachines (NASDAQ: FUSE) director awarded 50,000 RSUs in equity grant

Rhea-AI Filing Summary

Fusemachines Inc. director Shrestha Sanjay K received a grant of 50,000 shares of common stock on 01/06/2025, reported as an acquisition at a price of $0.00 per share. This award is structured as restricted stock units under the company’s 2025 Omnibus Equity Incentive Plan and vests in two equal installments over one year, with each unit converting into one share of common stock.

Following this equity grant, the director’s directly held beneficial ownership increased to 285,982 shares of Fusemachines common stock, aligning compensation with the company’s future performance through time-based vesting.

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^*

Shrestha Sanjay K

(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)	285,982	D

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.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Fusemachines (FUSE) report in this Form 4?

The filing reports that director Shrestha Sanjay K acquired 50,000 shares of Fusemachines common stock on 01/06/2025 through an equity award.

Was cash paid for the 50,000 Fusemachines (FUSE) shares in this Form 4?

No. The 50,000 shares were reported with a transaction price of $0.00 per share, reflecting an equity grant rather than a market purchase.

How is the Fusemachines (FUSE) Form 4 equity award structured?

The award is a Restricted Stock Unit (RSU) grant under the 2025 Omnibus Equity Incentive Plan, vesting in two equal installments over one year. Each RSU converts into one share of common stock.

How many Fusemachines (FUSE) shares does the director own after this transaction?

After the reported grant, Shrestha Sanjay K beneficially owns 285,982 shares of Fusemachines common stock in direct ownership.

Is the ownership reported in the Fusemachines (FUSE) Form 4 direct or indirect?

The Form 4 classifies the holdings as direct ownership (D), with no separate entity listed for indirect beneficial ownership.

What does each RSU in the Fusemachines (FUSE) grant represent?

Each RSU represents a contingent right to receive one share of Fusemachines’ common stock, subject to the vesting schedule described in the award.