GigCapital9 (NASDAQ: GIXXU) boosts director advisory fees

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FAQ

Filing Exhibits & Attachments

8-K Event Classification

What director compensation change did GigCapital9 (GIXXU) disclose?

How much will GigCapital9 directors be paid in quarterly advisory fees?

Which GigCapital9 insiders receive the new advisory fees?

When are GigCapital9’s new advisory fees paid to directors?

What services do GigCapital9’s advisory fees compensate?

Does GigCapital9’s CEO also receive these advisory fees?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

GigCapital9 Corp. reported that its Board approved quarterly advisory fees for its CEO and directors. These fees cover work such as finding and evaluating potential business targets, supporting business combination efforts, and providing committee, administrative, and analytical services.

Each listed board member, including CEO Dr. Avi S. Katz, will receive $4,000 per quarter before a definitive agreement with a business combination target is signed and $6,000 per quarter after such an agreement is signed.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Understanding 8-K Material Events →

02/09/2026 - 05:20 PM

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): February 5, 2026

GigCapital9 Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-43074

98-1894186

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303		94303
(650) 276-7040		(Zip Code)

(650) 276-7040

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐	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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-fifth of one Class A ordinary share	GIXXU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	GIX	The Nasdaq Stock Market LLC
Rights, one right to receive one-fifth of one Class A ordinary share, each five rights entitling the holder thereof to receive one Class A ordinary share upon the consummation of a business combination	GIXXR	The 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Compensation

On February 5, 2026, the Board of Directors (the “Board”) of GigCapital9 Corp., a Cayman Islands exempted company (the “Company”) approved the payment by the Company of advisory fees in connection with certain activities on its behalf, such as identifying and investigating potential business targets and business combinations as well as pertaining to board committee service and administrative and analytical services. These advisory fees will be paid quarterly, and include payments to Dr. Avi S. Katz, the Chief Executive Officer. The quarterly amounts approved are as follows:


	Quarterly compensation prior to signing a definitive agreement with a defined business combination target	Quarterly compensation following the signing of a definitive agreement with a defined business combination target
Dr. Avi S. Katz	$4,000	$6,000
Dr. Raluca Dinu	$4,000	$6,000
Admiral (Ret.) David Ben-Bashat	$4,000	$6,000
Raanan I. Horowitz	$4,000	$6,000
Ambassador Adrian Zuckerman	$4,000	$6,000
Bryan Timm	$4,000	$6,000
Luis Machuca	$4,000	$6,000
Maj. General (Ret.) Avi Mizrachi	$4,000	$6,000

SIGNATURES

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

Source: View Original Filing on SEC EDGAR

GigCapital9 Corp. disclosed new quarterly advisory fees for its CEO and directors. The fees compensate work on identifying and evaluating potential business targets, pursuing business combinations, and handling board committee, administrative, and analytical responsibilities linked to these activities.

Each named director and the CEO will receive $4,000 per quarter before a definitive business combination agreement is signed, and $6,000 per quarter afterward. These fixed amounts apply individually to the listed board members for their advisory and board-related services.

The fees apply to Dr. Avi S. Katz, Dr. Raluca Dinu, Admiral (Ret.) David Ben-Bashat, Raanan I. Horowitz, Ambassador Adrian Zuckerman, Bryan Timm, Luis Machuca, and Maj. General (Ret.) Avi Mizrachi. Each receives the same quarterly amounts before and after a definitive agreement.

The advisory fees will be paid quarterly. Each eligible director, including the CEO, receives $4,000 per quarter before a definitive business combination agreement and $6,000 per quarter after such an agreement is signed with a defined business combination target.

The advisory fees compensate activities performed on the company’s behalf, including identifying and investigating potential business targets, supporting business combinations, board committee work, and related administrative and analytical services tied to these strategic and governance activities.

Yes. CEO Dr. Avi S. Katz is included among the recipients. He receives $4,000 per quarter before signing a definitive agreement with a business combination target and $6,000 per quarter after such an agreement is signed, matching the other listed directors.

GIGCAPITAL9 CORP.

Dated: February 9, 2026

/s/ Dr. Avi S. Katz

Dr. Avi S. Katz

Chief Executive Officer

4 documents