STOCK TITAN

Health In Tech appoints Sanjay Shrestha CEO

The 2,500,000-share MC-2, MC-3 and MC-4 awards depend on stockholder approval of a Plan amendment at the November 10, 2026 annual meeting.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Health In Tech, Inc. (HIT) appointed Sanjay Shrestha chief executive officer effective October 20, 2026. Founder Tim Johnson ceased serving as CEO and became Executive Chairman that day. Johnson will focus on long-term strategy, technology and product development; Shrestha is responsible for operating performance, commercial strategy, execution, business expansion and strategic acquisition initiatives. Shrestha previously served as President of Plug Power.

On the effective date, the company granted 5,500,000 restricted shares across the Sign-On Award, Acquisition Award and MC-1/MC-5 tranches, assuming the maximum Acquisition Award, from shares available under the Plan. The MC-2, MC-3 and MC-4 tranches total 2,500,000 shares and depend on stockholder approval of a Plan amendment at the November 10, 2026 annual meeting; without approval, they will be forfeited without consideration. Their market-capitalization thresholds and deadlines are >$300 million by December 31, 2028 (MC-2), >$500 million by December 31, 2029 (MC-3), and >$1 billion by December 31, 2031 (MC-4). MC-1 (Class A) and MC-5 (Class B) each have a >$150 million threshold and an April 30, 2028 deadline.

Filing Explained

All awards accelerate fully on a change in control.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Awards granted 5,500,000 shares Sign-On Award, Acquisition Award and MC-1/MC-5 tranches; assumes the maximum Acquisition Award; granted October 20, 2026.
Contingent award tranches 2,500,000 shares MC-2, MC-3 and MC-4 tranches, subject to stockholder approval.
MC-1 tranche 1,500,000 shares Class A common stock; market capitalization threshold >$150 million; achievement deadline April 30, 2028.
MC-2 tranche 1,500,000 shares Market capitalization threshold >$300 million; achievement deadline December 31, 2028; contingent on stockholder approval.
MC-3 tranche 500,000 shares Market capitalization threshold >$500 million; achievement deadline December 31, 2029; contingent on stockholder approval.
MC-4 tranche 500,000 shares Market capitalization threshold >$1 billion; achievement deadline December 31, 2031; contingent on stockholder approval.
MC-5 tranche 500,000 shares Class B common stock; market capitalization threshold >$150 million; achievement deadline April 30, 2028.
at-will employment regulatory
"provides for at-will employment"
Market Capitalization Award financial
"any Market Capitalization Award tranche"
Stockholder Approval regulatory
"contingent upon stockholder approval"
Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.
Change in Control financial
"full acceleration upon a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
clawback policy financial
"subject to the Company's clawback policy"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

FAQ

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

Who is HIT's new CEO?

Health In Tech appointed Sanjay Shrestha as chief executive officer effective October 20, 2026. Founder Tim Johnson ceased serving as CEO and became Executive Chairman on the same date; the company said Johnson's transition was not the result of a disagreement about its operations, policies or practices.

What happens if HIT stockholders do not approve the equity plan amendment?

The MC-2, MC-3 and MC-4 tranches, totaling 2,500,000 shares, will be forfeited without consideration if stockholders do not approve the proposed Plan amendment at the November 10, 2026 annual meeting.

What happens to Sanjay Shrestha's unvested awards if his service ends?

If the company terminates Mr. Shrestha for Cause or he resigns without Good Reason, all unvested shares will be forfeited. On other terminations, specified unvested Sign-On Award shares and market-capitalization tranches whose thresholds have been achieved continue to vest; they fully vest for termination without Cause or resignation for Good Reason. All awards are subject to full acceleration upon a Change in Control.

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

 

October 20, 2026

Date of Report (Date of earliest event reported)

 

Health In Tech, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42449   87-3545722
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

701 S. Colorado Ave, Suite 1

Stuart, FL

  34994
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 373-0333

 

N/A

(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:

 

☐ 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
Class A Common Stock, $0.001 par value per share   HIT  

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

On October 20, 2026, the Board of Directors (the “Board”) of Health In Tech, Inc. (the “Company” or “Health In Tech”) appointed Sanjay Shrestha to serve as the Chief Executive Officer of the Company, effective as of such date (the “Effective Date”). Mr. Shrestha succeeds Tim Johnson, the Company’s founder, who ceased serving as Chief Executive Officer of the Company and transitioned to his new role as Executive Chairman of the Board on the same date. Mr. Johnson’s transition from the role of Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Mr. Shrestha, age 52, previously served as an independent director of the Board and on the Audit Committee, the Nominating and Governance Committee and the Compensation Committee of the Board from April 2025 until his resignation in August 2026, and he thereafter has served as Strategic Advisor to the Board since September 2026. Previously, Mr. Shrestha served until October 2025 as President of Plug Power, Inc. (Nasdaq: PLUG), where he held senior leadership responsibilities, including oversight of business expansion, strategic investments, corporate development and capital markets initiatives, following his appointment there as Chief Strategy Officer in 2019. Earlier in his career, Mr. Shrestha held leadership roles in investing, investment banking and equity research, including as Global Head of Renewables Research at Lazard Capital Markets, and at First Albany Capital, where he built the renewables and industrial research practice. He also has held senior investment and corporate development roles at Sky Capital America and in renewable energy investment banking. Mr. Shrestha is the Founder and Chief Executive Officer of Shrestha Global EPG Advisory, LLC. Mr. Shrestha previously served as a director of Fusemachines Inc. (Nasdaq: FUSE) until May 2026 and currently serves as a Board Advisor to the board of directors of that company.

 

In connection with his appointment, the Company and Mr. Shrestha entered into an Offer Letter and Executive Employment Agreement, dated October 12, 2026 and effective as of the Effective Date (the “Employment Agreement”), which provides for at-will employment and, among other things, the following principal terms:

 

●Base Salary. An annual base salary of $500,000, which may not be decreased without Mr. Shrestha’s prior written consent and which will be increased to the greater of $700,000 or the then-applicable market rate, as determined by the Compensation Committee of the Board, upon the Company’s raising of at least $10,000,000.

 

●Annual Bonus. Eligibility for an annual cash bonus under the Company’s annual bonus program, tied to key performance indicators and individual and Company performance, with a range of 0% to 200% of base salary. Any bonus for the first fiscal year of employment will be prorated.

 

●Restricted Stock Awards. Grant of the Sign-On Award, the Acquisition Award and the Market Capitalization Awards (collectively, the “Equity Awards,” and each, an “Equity Award”), in each case as defined and described below.

 

●Severance. If Mr. Shrestha’s employment is terminated by the Company without “Cause” or by Mr. Shrestha for “Good Reason” (each as defined in the Employment Agreement), he will be entitled to salary-based severance in accordance with the Company’s severance policy in effect at the time of termination, together with the Equity Award treatment described below. “Good Reason” includes, among other things, a reduction in base salary, a material diminution in his authority as Chief Executive Officer, and the Company’s failure to appoint him to, or nominate him for reelection to, the Board, subject to notice and cure provisions.

 

●Change in Control. Immediately prior to, and contingent upon, a “Change in Control” (as defined in the Employment Agreement), all of Mr. Shrestha’s outstanding unvested Equity Awards will become fully vested, with all performance conditions deemed satisfied, without any requirement that his employment terminate.

 

●Indemnification. Indemnification and advancement of expenses to the fullest extent permitted by law, directors’ and officers’ liability insurance coverage during his service and for six years thereafter, and the entry into a separate indemnification agreement within thirty (30) days.

 

●Restrictive Covenants. Customary confidentiality, intellectual property assignment and mutual non-disparagement covenants, as well as non-competition and non-solicitation covenants applicable during employment and for two years thereafter.

 

1

 

Equity Awards of Restricted Stock

 

On the Effective Date, upon the recommendation of the Compensation Committee of the Board, the Board approved, and the Company and Mr. Shrestha entered into, a Restricted Stock Award Agreement (the “Award Agreement”) under the Health In Tech, Inc. Equity Incentive Plan (the “Plan”) providing for the grant to Mr. Shrestha of Equity Awards consisting of the following tranches of restricted stock:

 

●Sign-On Award: 2,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common stock”), vesting in equal monthly installments over twelve (12) months, subject to continued service.

 

●Acquisition Award: between 1,500,000 and 2,000,000 shares of Class A Common Stock (with the final number to be determined by the Compensation Committee of the Board upon closing), vesting in full upon the closing of a qualifying acquisition on or before December 31, 2028, subject to continued service, and otherwise forfeited.

 

●Market Capitalization Awards: five tranches, totaling 4,500,000 shares, that vest in equal monthly installments over twelve (12) months following the first date on which the Company’s market capitalization, based on the 10-day volume-weighted average price of the applicable share class, exceeds the applicable threshold on or before the applicable deadline, subject to continued service, and are otherwise forfeited, as follows:

 

Tranche  Share Class  Shares   Market Capitalization Threshold  Achievement Deadline
MC-1  Class A Common Stock   1,500,000   > $150 million  April 30, 2028
MC-2*  Class A Common Stock   1,500,000   > $300 million  December 31, 2028
MC-3*  Class A Common Stock   500,000   > $500 million  December 31, 2029
MC-4*  Class A Common Stock   500,000   > $1 billion  December 31, 2031
MC-5  Class B Common Stock   500,000   > $150 million  April 30, 2028

 

*Contingent Grant Tranche, subject to Stockholder Approval (as defined below).

 

The Sign-On Award, the Acquisition Award and the MC-1 and MC-5 tranches (totaling 5,500,000 shares, assuming the maximum Acquisition Award) were granted on the Effective Date from shares currently available under the Plan. Because the number of shares currently available under the Plan is insufficient to cover the remaining tranches, the grant of the MC-2, MC-3 and MC-4 tranches (totaling 2,500,000 shares) is contingent upon stockholder approval at the Company’s 2026 Annual Meeting of Stockholders, which is scheduled to take place on November 10, 2026 (the “2026 Annual Meeting”), of the proposed amendment to the Plan to increase the number of shares authorized for issuance thereunder (“Stockholder Approval”). If Stockholder Approval is not obtained, those tranches will be forfeited without consideration.

 

2

 

If Mr. Shrestha’s service is terminated by the Company for Cause or by Mr. Shrestha without Good Reason, all unvested shares described above will be forfeited. Upon any other termination of service (including termination without Cause, resignation for Good Reason, death or disability), the unvested portion of the Sign-On Award and any Market Capitalization Award tranche for which the threshold has been achieved will continue to vest (or, in the case of a termination without Cause or for Good Reason, will fully vest), and the Acquisition Award (if no qualifying acquisition has closed) and any Market Capitalization Award tranche for which the threshold has not been achieved will be forfeited. All Equity Awards under the Award Agreement are subject to full acceleration upon a Change in Control, as described above, and to the Company’s clawback policy.

 

There are no arrangements or understandings between Mr. Shrestha and any other person pursuant to which he was selected as Chief Executive Officer, other than the Employment Agreement described above. There are no family relationships between Mr. Shrestha and any director or executive officer of the Company. Other than compensation received for his prior service as Strategic Advisor to the Board and as a non-employee director, as described in the Company’s definitive proxy statement on Schedule 14A for its 2026 Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 13, 2026, Mr. Shrestha has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The foregoing descriptions of the Employment Agreement and the Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

 

Item 7.01. Regulation FD Disclosure.

 

On the Effective Date, the Company issued a press release announcing the leadership transition, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

 

Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K or in the accompanying exhibit are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about Health In Tech’s possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “design,” “target,” “aim,” “hope,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “project,” “potential,” “goal,” or other words that convey the uncertainty of future events or outcomes. Forward-looking statements in this in this Current Report on Form 8-K and in the accompanying exhibit include, but are not limited to, statements regarding the expected benefits of the Company’s leadership transition; the Company’s strategic priorities, including accelerating organic growth and commercial execution, expanding adoption of its solutions and strengthening distribution and carrier partnerships; the Company’s intention to evaluate and pursue potential acquisitions, strategic investments, partnerships and other business opportunities; and the Company’s ability to create long-term shareholder value.

 

3

 

These forward-looking statements are based on current expectations and beliefs concerning future events and developments and their potential effects on Health In Tech and are subject to numerous known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Health In Tech’s control, that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: risks related to the leadership transition, including our ability to successfully integrate new management and retain key personnel; our ability to identify, negotiate, finance, complete and integrate acquisitions or other strategic transactions on favorable terms, or at all; our ability to obtain funding for our operations and to enhance our current systems and expand our service offerings; our ability to regain and maintain compliance with The Nasdaq Stock Market LLC continued listing requirements; the success, cost and timing of our product development activities; our ability to attract and retain key personnel and qualified employees; our ability to attract new customers and to develop new, and enhance existing, products and services; the impact of competition in our industry and innovation by our competitors; risks related to cybersecurity incidents or other network disruptions; risks related to the use of third-party artificial intelligence; our ability to comply with new or modified laws and regulations applicable to our business, including with respect to the insurance services industry and data privacy requirements; our ability to protect our intellectual property rights and maintain and build our brand; the future trading price of our common stock; and other risks and uncertainties described in the “Risk Factors” section of our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Health In Tech undertakes no obligation to update any forward-looking statements, except as required by applicable law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
99.1   Press Release.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

4

 

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.

 

Dated: October 26, 2026

 

HEALTH IN TECH, INC.

 

By: /s/ Julia (LinLin) Qian  
Name: Julia (LinLin) Qian  
Title: Chief Financial Officer  

 

5

 

Exhibit 99.1

 

Health In Tech Appoints Sanjay Shrestha as Chief Executive Officer to Lead Next Phase of Growth and Strategic Expansion

 

·Founder Tim Johnson to become Executive Chairman, continuing to drive long-term strategy, technology innovation and product development

 

·Leadership evolution designed to accelerate commercial execution, pursue strategic acquisitions and enhance long-term shareholder value

 

·Experienced leadership to drive scalable growth: Sanjay Shrestha, former President of Plug Power, brings public-company leadership, capital markets expertise and experience in strategic acquisitions, business expansion and operational execution.

 

·Expanded focus on strategic growth opportunities: New CEO mandate encompasses scaling existing businesses, accelerating commercialization, identifying acquisition opportunities, developing strategic partnerships and pursuing disciplined initiatives to create long-term shareholder value.

 

·Continued founder-led innovation: Tim Johnson will transition to Executive Chairman, remaining actively engaged in long-term strategy, technology innovation, product development and the evolution of Health In Tech’s AI-enabled marketplace.

 

STUART, Fla., October 20, 2026 /PRNewswire/ — Health In Tech, Inc. (Nasdaq: HIT) (“Health In Tech” or the “Company”), an AI-enabled InsurTech platform company transforming the health insurance marketplace through technology, automation and innovation, today announced the appointment of Sanjay Shrestha as Chief Executive Officer, effective October 20, 2026. Mr. Shrestha will succeed founder Tim Johnson, who will transition to Executive Chairman of the Board of Directors of the Company on the same date.

 

The leadership transition marks an important evolution for Health In Tech as the Company enters its next phase of growth, with an expanded focus on scaling its technology marketplace, accelerating commercial adoption, strengthening operating capabilities and pursuing strategic opportunities to enhance long-term shareholder value.

 

The new structure combines Mr. Johnson’s extensive healthcare insurance industry knowledge, entrepreneurial vision and continued leadership in innovation with Mr. Shrestha’s experience in scaling businesses, corporate strategy, capital markets and strategic acquisitions. Together, they will work to advance Health In Tech’s long-term vision while establishing a sharper focus on operational execution, organic growth and disciplined strategic expansion.

 

 

 

Building the Next Phase of Health In Tech

 

Since its founding, Health In Tech has focused on transforming the traditionally complex and fragmented health insurance marketplace through technology, vertical integration, automation and process simplification.

 

With an established technology foundation and an expanding suite of marketplace solutions, including its AI-powered HitRix platform, Health In Tech is focused on translating its technology capabilities and industry relationships into broader commercial opportunities.

 

The leadership transition is designed to advance three complementary strategic priorities:

 

Accelerating Organic Growth and Commercial Execution

 

Under Mr. Shrestha’s leadership, Health In Tech will focus on expanding adoption of its existing solutions, strengthening distribution and carrier partnerships, improving operating efficiency and building the organizational capabilities necessary to support scalable growth.

 

Pursuing Strategic Acquisitions and Business Expansion

 

The Company intends to evaluate potential acquisitions, strategic investments, partnerships and complementary business opportunities that could expand its capabilities, extend its market reach, strengthen its competitive position and create sustainable long-term shareholder value.

 

Mr. Shrestha will lead the evaluation and execution of these opportunities, working closely with Mr. Johnson and the Company’s Board of Directors. The Company intends to pursue opportunities with an emphasis on strategic alignment, disciplined capital allocation and long-term value creation.

 

Advancing Technology Innovation and Product Development

 

As Executive Chairman, Mr. Johnson will continue to play an active role in defining the Company’s long-term strategic vision, advancing technology innovation and guiding the development and evolution of its products and marketplace solutions.

 

His continued leadership will help maintain Health In Tech’s focus on solving structural inefficiencies in the healthcare insurance ecosystem while exploring emerging technologies and new opportunities for market differentiation.

 

2

 

This complementary leadership model is intended to align founder-led innovation with dedicated operational and commercial leadership, enabling the Company to pursue opportunities for both organic and inorganic growth.

 

Leadership Commentary

 

Tim Johnson, Founder and Executive Chairman of Health In Tech, commented:

 

“Health In Tech was founded on a vision to fundamentally transform the healthcare insurance industry through technology, innovation and vertical integration. From the beginning, our goal has been to simplify a highly complex marketplace and build a technology platform capable of changing how healthcare insurance solutions are developed, distributed and delivered.

 

“We have made meaningful progress in establishing that foundation. As we look ahead, the opportunity is not only to continue innovating, but also to scale our capabilities, expand our reach and unlock the broader potential of what we have built.

 

“This leadership transition is a deliberate step toward that next chapter. As Executive Chairman, I will remain actively engaged in shaping our long-term strategy, driving innovation and leading our product development vision. At the same time, Sanjay will bring dedicated leadership to the execution of our commercial strategy, the expansion of our businesses and the pursuit of strategic opportunities that can create additional value for shareholders.

 

“Sanjay brings a combination of public-company operating experience, capital markets expertise, strategic vision and business development capabilities. Having worked closely with him, I believe his leadership will strengthen our ability to turn opportunities into execution and position Health In Tech for sustainable long-term growth.

 

“My commitment to Health In Tech is unchanged. This evolution allows me to focus more deeply on the areas where I believe I can contribute the greatest long-term value, while bringing additional executive capabilities to support the Company’s growth.”

 

Sanjay Shrestha, Chief Executive Officer of Health In Tech, commented:

 

“Health In Tech has developed a differentiated technology platform addressing significant inefficiencies in the healthcare insurance marketplace. Under Tim’s leadership, the Company has established a foundation for innovation and created meaningful opportunities to expand its capabilities and market reach.

 

3

 

“I am excited to take on the role of CEO at this important stage in the Company’s evolution. My immediate focus will be on strengthening execution, scaling our existing businesses, accelerating commercial adoption and building the operational infrastructure needed to support the next phase of growth.

 

“Beyond organic expansion, I see opportunities to evaluate strategic acquisitions, partnerships and investments that can complement our platform, broaden our capabilities and enhance our competitive position. We will approach these opportunities with financial discipline, a clear strategic rationale and a focus on sustainable long-term shareholder value.

 

“Having previously served on the Company’s Board and as Strategic Advisor to the Board, and having worked closely with Tim and the leadership team, I have developed a strong appreciation for Health In Tech’s capabilities and market opportunities.

 

“I look forward to partnering with Tim, the Board and our talented employees to build on this foundation, strengthen execution and advance Health In Tech’s long-term growth ambitions.”

 

Clearly Defined Leadership Responsibilities

 

Under the new structure, Mr. Johnson, as Executive Chairman, will focus on long-term corporate strategy, technology innovation, product development, strategic relationships and emerging business opportunities. He will continue to provide leadership and strategic guidance while serving as Chair of the Board.

 

Mr. Shrestha, as Chief Executive Officer, will have primary responsibility for the Company’s operating performance, commercial strategy, organizational development, financial and operational execution, business expansion and strategic acquisition initiatives.

 

Both executives will work collaboratively within the Company’s Board-approved governance framework, with the CEO accountable to the Board of Directors for overall management and execution of the Company’s business strategy.

 

About Sanjay Shrestha

 

Mr. Shrestha brings extensive experience in public-company leadership, corporate strategy, capital markets, business development and strategic acquisitions.

 

He previously served as an independent director of Health In Tech from April 2025 to August 2026 and subsequently became Strategic Advisor to the Board in September 2026, with such experiences providing him with established familiarity with the Company’s operations, leadership and strategic priorities.

 

Mr. Shrestha previously served as President of Plug Power, Inc. (Nasdaq: PLUG), where he held senior leadership responsibilities following his appointment as Chief Strategy Officer in 2019. His work included business expansion, strategic investments, corporate development, capital markets initiatives and the advancement of integrated energy solutions.

 

Earlier in his career, Mr. Shrestha held leadership roles in investing, investment banking and equity research. He served as Global Head of Renewables Research at Lazard Capital Markets and built the renewables and industrial research practice at First Albany Capital. He also held senior investment and corporate development roles at Sky Capital America and in renewable energy investment banking.

 

4

 

Mr. Shrestha is Founder and Chief Executive Officer of Shrestha Global EPG Advisory, LLC.

 

His experience across technology-oriented businesses, public markets, financing, corporate development and strategic acquisitions is expected to support Health In Tech’s continued development and expansion.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to Health In Tech, Inc.’s (“Health In Tech,” “we,” “us” or “our”) business strategy, product development and innovation, growth prospects, and future operating and financial performance. In some cases, forward-looking statements can be identified by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target” or similar expressions that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements in this press release include, but are not limited to, statements regarding the expected benefits of the Company’s leadership transition; the Company’s strategic priorities, including accelerating organic growth and commercial execution, expanding adoption of its solutions and strengthening distribution and carrier partnerships; the Company’s intention to evaluate and pursue potential acquisitions, strategic investments, partnerships and other business opportunities; and the Company’s ability to create long-term shareholder value.

 

These forward-looking statements are based on current expectations and beliefs concerning future events and developments and their potential effects on Health In Tech and are subject to numerous known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Health In Tech’s control, that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: risks related to the leadership transition, including our ability to successfully integrate new management and retain key personnel; our ability to identify, negotiate, finance, complete and integrate acquisitions or other strategic transactions on favorable terms, or at all; our ability to obtain funding for our operations and to enhance our current systems and expand our service offerings; our ability to regain and maintain compliance with The Nasdaq Stock Market LLC continued listing requirements; the success, cost and timing of our product development activities; our ability to attract and retain key personnel and qualified employees; our ability to attract new customers and to develop new, and enhance existing, products and services; the impact of competition in our industry and innovation by our competitors; risks related to cybersecurity incidents or other network disruptions; risks related to the use of third-party artificial intelligence; our ability to comply with new or modified laws and regulations applicable to our business, including with respect to the insurance services industry and data privacy requirements; our ability to protect our intellectual property rights and maintain and build our brand; the future trading price of our common stock; and other risks and uncertainties described in the “Risk Factors” section of our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission.

 

Any forward-looking statement made in this press release speaks only as of the date of this press release. New risks and uncertainties may emerge from time to time, and it is not possible for Health In Tech to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. Except as required by applicable law, Health In Tech does not undertake, and expressly disclaims, any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release.

 

Investor Contact:

 

Health In Tech Investor Relations

ir@healthintech.com

 

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