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Hadron Energy details 2026 equity plan, RSUs

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hadron Energy, Inc. (HDRN) describes implementation of its 2026 Equity Incentive Plan, under which 10,021,784 shares of common stock are reserved for equity awards, and adopts standard form documents for restricted stock unit (RSU) grants to employees and non-employee directors.

On September 2, 2026, the Board approved time-based RSU grants under the plan to three senior executives: 750,000 RSUs to Executive Vice President of Engineering Eric Williams, and 500,000 RSUs each to Chief Financial Officer Rahul Shukla and Chief Operating Officer Kenneth Canavan. For each grant, 25% of the RSUs vest on November 15, 2027, with the remaining 75% vesting in twelve equal quarterly installments through November 15, 2030, in each case subject to continued service.

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Filing Explained

The September 2 grants are approved RSUs, not shares issued now: they become payable in common stock only as the stated vesting dates are reached, subject to continued service. Thus, the filing establishes potential future share issuance for the three executives, while unvested units can expire after certain terminations.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Equity Incentive Plan share reserve 10,021,784 shares Shares of common stock reserved under the Hadron Energy, Inc. 2026 Equity Incentive Plan
RSUs granted to EVP of Engineering 750,000 RSUs Grant to Executive Vice President of Engineering Eric Williams approved on September 2, 2026
RSUs granted to CFO 500,000 RSUs Grant to Chief Financial Officer Rahul Shukla approved on September 2, 2026
RSUs granted to COO 500,000 RSUs Grant to Chief Operating Officer Kenneth Canavan approved on September 2, 2026
Initial cliff-vesting date November 15, 2027 Date on which 25% of each executive’s RSU grant vests
Final vesting date November 15, 2030 Date by which each executive’s RSU grant is fully vested, subject to continued service
Restricted Stock Units financial
"The Form RSU Agreement provides that restricted stock units will vest over a fixed period"
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.
Equity Incentive Plan financial
"approved the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
vesting financial
"Twenty-five percent of the Williams Grant will vest on November 15, 2027"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
non-employee directors financial
"Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors)"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
emerging growth company regulatory
"Emerging growth company   Form of RSU Documents"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity incentive plan did Hadron Energy, Inc. (HDRN) describe in this 8-K?

Hadron Energy, Inc. described its 2026 Equity Incentive Plan, under which 10,021,784 shares of common stock are reserved for issuance. The company also adopted standard form documents for granting restricted stock units (RSUs) to U.S. participants and non-employee directors under this plan.

How many RSUs did HDRN grant to its EVP of Engineering, Eric Williams?

Hadron Energy, Inc. granted its Executive Vice President of Engineering, Eric Williams, 750,000 RSUs under the 2026 Equity Incentive Plan. Twenty-five percent vest on November 15, 2027, with the remaining 75% vesting in twelve equal quarterly installments through November 15, 2030, subject to continued service.

What RSU award did HDRN’s Chief Financial Officer, Rahul Shukla, receive?

Chief Financial Officer Rahul Shukla received a grant of 500,000 RSUs under the 2026 Equity Incentive Plan. Twenty-five percent vest on November 15, 2027, and the remaining 75% vest in twelve equal quarterly installments through November 15, 2030, conditioned on his continued service.

What RSU grant was approved for HDRN’s Chief Operating Officer, Kenneth Canavan?

Chief Operating Officer Kenneth Canavan was granted 500,000 RSUs under the 2026 Equity Incentive Plan. As with the other grants, 25% vest on November 15, 2027, and 75% vest in twelve equal quarterly installments through November 15, 2030, subject to his continued service.

How do the RSUs granted by HDRN vest over time?

For each executive grant, 25% of the RSUs vest on November 15, 2027. The remaining 75% vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, so that each grant is fully vested by November 15, 2030, subject to continued service.

What RSU documentation forms did HDRN adopt in this filing?

Hadron Energy, Inc. adopted three RSU-related forms: a Form of Restricted Stock Units Agreement, a Form of Notice of Grant of Restricted Stock Units (U.S. Participants), and a Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors), to be used for grants under its 2026 Equity Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 2, 2026

 

 

Hadron Energy, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-42262   33-4336458

(State or other jurisdiction of

incorporation or organization)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

3 Twin Dolphin Drive, Ste 260

Redwood City, CA 94065

(Address of principal executive offices, including zip code)

(650) 276-7040

(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 (see General Instruction 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

Common Stock, par value $0.0001 per share   HDRN   The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   HDRNW   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.

Form of RSU Documents

As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, at an extraordinary general meeting, the shareholders of GigCapital7 Corp. (now known as Hadron Energy, Inc.) approved the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”) and reserved 10,021,784 shares of common stock for issuance thereunder.

In connection with the approval of the Plan, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Hadron Energy, Inc. (the “Company”) has adopted a Form of Restricted Stock Units Agreement (the “Form RSU Agreement”), a Form of Notice of Grant of Restricted Stock Units (U.S. Participants) (the “Form of Participant Notice”) and a Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors) (the “Form of Director Notice” and together with the Form of Participant Notice and the Form RSU Agreement, the “Form RSU Documents”) that the Company will use for grants under its Plan. The Form RSU Agreement provides that restricted stock units will vest over a fixed period and be paid as shares of common stock, and unvested restricted stock units will expire upon certain terminations of the grantees’ employment or relationship with the Company.

The summary of the Form RSU Documents is qualified in its entirety by reference to the Form RSU Documents, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

EVP of Engineering Restricted Stock Unit Grant

On September 2, 2026 (the “Approval Date”), the Board, upon the recommendation of the Compensation Committee, approved a grant of 750,000 Restricted Stock Units (“RSUs”) to its Executive Vice President of Engineering, Eric Williams, under the Plan (the “Williams Grant”). The Williams Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Williams Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Williams Grant will be fully vested on November 15, 2030, subject to Mr. Williams’s continued services with the Company through the applicable vesting dates.

Chief Financial Officer Restricted Stock Unit Grant

Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Financial Officer, Rahul Shukla, under the Plan of 500,000 RSUs (the “Shukla Grant”). The Shukla Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Shukla Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Shukla Grant will be fully vested on November 15, 2030, subject to Mr. Shukla’s continued services with the Company through the applicable vesting dates.

Chief Operating Officer Restricted Stock Unit Grant

Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Operating Officer, Kenneth Canavan, under the Plan of 500,000 RSUs (the “Canavan Grant”). The Canavan Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Canavan Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Canavan Grant will be fully vested on November 15, 2030, subject to Mr. Canavan’s continued services with the Company through the applicable vesting dates.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
No.
   Item
10.1#    Form of Restricted Stock Units Agreement
10.2#    Form of Notice of Grant of Restricted Stock Units (U.S. Participants)
10.3#    Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
#

Indicates a management contract or compensatory plan, contract or arrangement.


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.

 

    Hadron Energy, Inc.
Dated: September 8, 2026    
    By:  

/s/ Samuel Gibson

      Chief Executive Officer

Filing Exhibits & Attachments

7 documents

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