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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):
February 9, 2026
AEYE, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39699 |
|
37-1827430 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 4670 Willow Road, Suite 125, Pleasanton, California |
|
94588 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (925) 400-4366
| |
|
|
| |
(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 obligations 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 |
| Common Stock, par value $0.0001 per share |
|
LIDR |
|
The Nasdaq Stock Market LLC |
| Warrants to receive one share of Common Stock |
|
LIDRW |
|
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. |
Adoption of New Grant Agreements
On February 9, 2026, the Compensation Committee
(the “Committee”) of the Board of Directors (the “Board”) of AEye, Inc. (the “Company”),
as the administrator of the Company’s existing 2021 Equity Incentive Plan (the “Plan”), adopted new standard
forms of (i) Notice of Grant of Performance Stock Units (Cash-Settlement Option); (ii) Notice of Grant of Restricted Stock Units (Cash-Settlement
Option); (iii) Performance Stock Units Agreement (Cash-Settlement Option); and (iv) Restricted Stock Units Agreement (Cash-Settlement
Option) (collectively, the “2021 EIP Agreements”) for use with the Plan.
The foregoing description of the 2021 EIP Agreements
is not complete and is qualified in its entirety by reference to the text of the 2021 EIP Agreements, which are filed herewith as Exhibits
10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by this reference.
Grant of Performance Stock Units
On February 9, 2026, the Committee awarded performance-based
equity grants to certain of the Company’s executive officers in the form of performance stock units (the “PSUs”).
Andrew S. Hughes, our General Counsel, was awarded 121,229 PSUs, and Conor B. Tierney, our Chief Financial Officer, was awarded 208,713
PSUs.
On February 11, 2026, on the recommendation of
the Committee, the Board awarded 834,724 PSUs to Matthew Fisch, our Chief Executive Officer.
The performance condition for the PSUs will be
satisfied and the PSUs will vest in increments of one-third (1/3) of the total PSUs granted to each of the executive officers when the
closing price of the Company’s common stock, as reported by NASDAQ (or other recognized national exchange on which the Company’s
common stock is then traded) achieves each of the following milestones: (i) meets or exceeds an average of $3.00 per share; (ii) meets
or exceeds an average of $4.00 per share; and (iii) meets or exceeds an average of $5.00 per share (in all cases as adjusted for any
stock splits or other corporate actions) over any five (5) consecutive trading days. As provided in Section 6.1 of the grant agreement,
to the extent that there are an insufficient number of shares in the Plan on the vesting date, the awards will be settled in cash based
on the five-day trailing average of the Company’s closing price as reported on NASDAQ. If the performance condition is not satisfied
prior to December 31, 2030, any PSUs not vested by that date will be forfeited in their entirety. The PSUs are otherwise governed by
the Plan.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Notice of Grant of Performance Stock Units (Cash-Settlement Option). |
| |
|
|
| 10.2 |
|
Notice of Grant of Restricted Stock Units (Cash-Settlement Option). |
| |
|
|
| 10.3 |
|
Performance Stock Units Agreement (Cash-Settlement Option). |
| |
|
|
| 10.4 |
|
Restricted Stock Units Agreement (Cash-Settlement Option). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
|
AEye, Inc. |
| Dated: February 11, 2026 |
|
| |
By: |
/s/
Andrew S. Hughes |
| |
|
Andrew S. Hughes |
| |
|
Executive Vice President, General Counsel &
Corporate Secretary |
