Everspin lands $40M Toggle MRAM contract with Amentum

Everspin Technologies entered a material definitive agreement with Amentum Services for an IDIQ Subcontract supporting a U.S. Navy microelectronics RDT&E program focused on Toggle MRAM.

Rhea-AI Filing Summary

Everspin Technologies entered a material definitive agreement with Amentum Services for an IDIQ Subcontract supporting a U.S. Navy microelectronics RDT&E program focused on Toggle MRAM. The firm fixed price Agreement covers milestone-based work over about 30 months for an aggregate value of $40,000,000.

Everspin’s obligations include managing the program, developing on-shore Toggle MRAM production capability, providing process technology and engineering services, delivering electrical characterization results, and supplying process know-how and IP if it exits the Toggle MRAM business. The contract includes option periods, potential six‑month extensions, and termination-for-convenience protections tied to the prime contract.

Insights

Semiconductor contracts analyst

Everspin secures a $40M, 30‑month U.S. defense MRAM contract.

Everspin Technologies signed a firm fixed price IDIQ Subcontract with Amentum worth $40,000,000 over roughly 30 months, tied to a U.S. Navy microelectronics RDT&E program. The work centers on developing on‑shore Toggle MRAM production capability and delivering related technical services.

The Agreement specifies milestone-based payments and detailed obligations: program management, process technology and engineering services, electrical characterization, and statistical process control. Everspin must also provide process know‑how and IP for Toggle MRAM manufacturing if it exits that business while executing the Agreement, which embeds its technology into the government supply chain.

Contractor may terminate for convenience only if the prime contract with NSWC Crane is first terminated, and must then reimburse Everspin for amounts paid or obligated to vendors plus ancillary costs. Option periods and up to six months of extended services at final-option rates create potential scope adjustments, with actual revenue depending on milestone completion and option exercises.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Contract value: $40,000,000 Period of performance start: April 20, 2026 Period of performance end: November 21, 2028 +2 more

5 metrics

Contract value $40,000,000 Total aggregate value of Agreement with Amentum

Period of performance start April 20, 2026 Agreement performance start date

Period of performance end November 21, 2028 Agreement performance end date

Performance duration 30 months Stated period of performance for Agreement

Prime Contract number FA8075-18-D-0014 Prime Contract issued by NSWC Crane to Contractor

Key Terms

Material Definitive Agreement, IDIQ Subcontract, Firm Fixed Price, Toggle Magnetoresistive Random Access Memory, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

IDIQ Subcontract financial

"structured as an IDIQ Subcontract with Firm Fixed Price Task Orders"

Firm Fixed Price financial

"structured as an IDIQ Subcontract with Firm Fixed Price Task Orders"

A firm fixed price is a contract where the buyer and seller agree on a single, unchanging price for goods or services that does not shift if the seller’s costs go up or down. Investors care because it makes revenue and profit more predictable for the seller while transferring cost risk to the seller; like agreeing to buy a meal at a set price even if ingredient costs later rise, it can boost short-term stability but increase exposure to cost overruns.

Toggle Magnetoresistive Random Access Memory technical

"new Toggle Magnetoresistive Random Access Memory (“MRAM”)"

termination for convenience regulatory

"Contractor reserves the right to terminate the Agreement for convenience"

option periods financial

"Option periods apply, and Contractor reserves the right to unilaterally exercise one or more option periods"

The time window during which a stock option, warrant or subscription right can be acted on — for example exercised, purchased, or claimed. It matters to investors because this schedule determines when new shares can enter the market or when holders can cash out, affecting share supply, company cash flows and potential price movement; think of it like a limited-time ticket to buy stock at a preset price.

FAQ

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

What material agreement did Everspin Technologies (MRAM) enter into with Amentum?

Everspin entered into Subcontract Number S26-03-01 and a Statement of Work with Amentum Services. The Agreement supports a U.S. Navy microelectronics RDT&E program and is structured as an IDIQ Subcontract with Firm Fixed Price Task Orders focused on Toggle MRAM development and related services.

What is the total value and duration of Everspin’s new Amentum MRAM contract?

The Agreement has a total aggregate value of $40,000,000, paid through milestone-based payments. Performance spans about 30 months, from April 20, 2026 through November 21, 2028, with two phases and payments triggered upon completion of specific milestone deliverables.

What are Everspin Technologies’ main obligations under the MRAM RDT&E Agreement?

Everspin must manage the program, develop on-shore Toggle MRAM production capability, provide process technology and engineering services, and deliver electrical characterization results. It also must provide process know-how, IP, and statistical process control matching with physical dimensions to qualify a process for Contractor Toggle MRAM products.

How does termination for convenience work in Everspin’s contract with Amentum?

Amentum may terminate the Agreement for convenience only if NSWC Crane first terminates the Prime Contract. In that event, Amentum agrees to pay Everspin all amounts paid or obligated to vendors, subcontractors, and suppliers, plus any ancillary costs or expenses incurred under the Agreement.

What option and extension rights exist in Everspin’s MRAM Agreement with Amentum?

The Agreement includes option periods that Amentum may unilaterally exercise, in whole or in part, by written notice at least one day before an option period. Amentum may also require continued services at final option-period rates, with any such extension limited to six additional months of performance.

What is the strategic objective of the U.S. government Prime Contract involving Everspin’s MRAM work?

The Prime Contract aims to establish proven processes and manufacturing capability for new Toggle MRAM that the U.S. government can later purchase for strategic systems. Everspin’s Agreement supports this by providing RDT&E services and developing qualified Toggle MRAM manufacturing processes and related technical deliverables.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:45 PM EDT Learn about SEC filing dates

false000143842300014384232026-04-242026-04-24

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): April 24, 2026

Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 001-37900 (Commission File Number) 26-2640654 (IRS Employer Identification No.)

5670 W. Chandler Blvd.

Suite 130

Chandler, Arizona 85226

(Address of principal executive offices, including zip code)

(480) 347-1111

(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:

☐ 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

MRAM

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 1.01. Entry into a Material Definitive Agreement.

On April 24, 2026, Everspin Technologies, Inc. (the “Company”) and Amentum Services Inc. (“Contractor”) entered into Subcontract Number S26-03-01 and a Statement of Work (collectively, the “Agreement”), structured as an IDIQ Subcontract with Firm Fixed Price Task Orders, in connection with the Microelectronics Research, Development, Test, and Evaluation (“RDT&E”) program under Prime Contract Number FA8075-18-D-0014 (the “Prime Contract”) issued by Naval Surface Warfare Center, Crane Division (“NSWC Crane”) to Contractor. The overall objective of the Prime Contract with the Contractor is for the U.S. government to have a set of proven processes and manufacturing capability that will result in new Toggle Magnetoresistive Random Access Memory (“MRAM”) that the U.S. government will then be able to purchase for use in strategic systems.

The primary purpose of the Agreement is to provide Information Analysis Center Multiple Award Contract related Scientific and Technical Information deliverables by performing RDT&E and other Research and Development related analytical services in achieving the Requiring Activity’s mission requirements. Key technical obligations of the Company include managing the program and developing on-shore Toggle MRAM Production capability; providing process technology and engineering services; providing electrical characterization results; and providing statistical process control matching with physical dimension details with the goal of providing a qualified process to manufacture Contractor Toggle MRAM products. The Company will provide process know-how and IP for Toggle MRAM manufacturing in case the Company exits the Toggle MRAM business while executing the agreement.

The Agreement is structured as a Firm Fixed Price contract. Pursuant to the Agreement, milestone payments are structured across two phases over a 30-month period of performance from April 20, 2026 through November 21, 2028, with payments triggered upon completion of each milestone deliverable, for a total aggregate value of $40,000,000. Contractor reserves the right to terminate the Agreement for convenience, but only if and to the extent that NSWC Crane first terminates the Prime Contract. In the event of termination for convenience, Contractor agrees to pay the Company the full amounts paid or obligated to vendors, subcontractors, and suppliers, as well as any ancillary costs or expenses. Option periods apply, and Contractor reserves the right to unilaterally exercise one or more option periods, in whole or in part, by written notice no later than one day prior to the stated option period. Additionally, Contractor may unilaterally require continued performance of any services at the rates specified in the final option period, with any such extension of performance not to exceed six months.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve known and unknown risks, uncertainties, and other factors which may cause the Company's actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties are more fully described under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K filed with the SEC on March 4, 2026, and its subsequent filings with the SEC from time to time. The Company does not undertake any obligation to update any forward-looking statements.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026 and is incorporated herein by reference.

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.

			Everspin Technologies, Inc.
Dated: April 29, 2026
			By:			/s/ William Cooper
						William Cooper
						Chief Financial Officer

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