455,000 options granted to Lite Strategy (LITS) CEO Justin J. File

Rhea-AI Filing Summary

Lite Strategy, Inc. reported that CEO, CFO and Secretary Justin J. File acquired a stock option covering 455,000 shares of common stock at an exercise price of $2.02 per share on February 12, 2026, as employment compensation.

The option grant was approved by the board on November 20, 2025, subject to shareholder approval of the 2026 Stock Omnibus Equity Compensation Plan, which shareholders approved on February 12, 2026. After this grant, File directly holds 635,000 derivative securities.

The option is 5.6% vested and exercisable as of February 12, 2026, with the remaining 94.4% vesting in 34 monthly installments beginning February 14, 2026, contingent on continued service.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

File Justin J.

(Last) (First) (Middle)

C/O LITE STRATEGY, INC.

9920 PACIFIC HEIGHTS BLVD., SUITE 150

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lite Strategy, Inc. [ LITS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, CFO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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

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
Stock Option (Right to Buy)	$2.02	02/12/2026(1)		A		455,000		(2)	11/20/2035	Common Stock	455,000	(3)	635,000	D

Explanation of Responses:

1. The option grant was approved by the LITS board of directors on November 20, 2025, subject to shareholder approval of the 2026 Stock Omnibus Equity Compensation Plan under which the options were granted. LITS shareholders approved the plan on February 12, 2026.

2. Such option shall be 5.6% vested and exercisable as of the February 12, 2026. The remaining 94.4% shall vest and become exercisable in 34 monthly installments, beginning on February 14, 2026, subject to continued service through the applicable vesting date.

3. Received as employment compensation.

	/s/ Justin J. File	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Lite Strategy (LITS) report on February 12, 2026?

Lite Strategy reported a grant of stock options to CEO Justin J. File covering 455,000 shares at a $2.02 exercise price. The grant was treated as employment compensation under the 2026 Stock Omnibus Equity Compensation Plan approved that same day.

Who received the stock option grant disclosed by Lite Strategy (LITS)?

CEO, CFO and Secretary Justin J. File received the stock option grant. He was awarded options to purchase 455,000 shares of Lite Strategy common stock as employment compensation, directly held, following approval by the board and shareholders under the 2026 Stock Omnibus Equity Compensation Plan.

What are the key terms of Justin J. File’s Lite Strategy (LITS) stock options?

The options permit Justin J. File to buy 455,000 Lite Strategy common shares at an exercise price of $2.02. They were granted as compensation, with a long-dated expiration in November 2035 under the company’s 2026 Stock Omnibus Equity Compensation Plan.

How do Justin J. File’s Lite Strategy (LITS) options vest over time?

The option is 5.6% vested and exercisable as of February 12, 2026. The remaining 94.4% vests in 34 equal monthly installments starting February 14, 2026, and each installment requires his continued service through the applicable vesting date.

How many Lite Strategy (LITS) derivative securities does Justin J. File own after this grant?

Following the February 12, 2026 grant, Justin J. File beneficially owns 635,000 derivative securities. This total reflects the newly awarded stock options and is reported as directly held, according to the insider transaction disclosure.

Under what plan were the Lite Strategy (LITS) options to Justin J. File granted?

The options were granted under Lite Strategy’s 2026 Stock Omnibus Equity Compensation Plan. The board approved the grant on November 20, 2025, contingent on shareholder approval of the plan, which shareholders provided on February 12, 2026.