NeoVolta (NASDAQ: NEOV) swaps executive RSUs for large stock option grants

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NeoVolta, Inc. updated long-term incentives for its top executives by canceling existing restricted stock units and replacing them with new stock options under its 2019 Stock Plan. RSUs covering 1,280,000 shares for CEO Ardes Johnson and 240,000 shares for CFO Steve Bond were canceled.

The company granted Johnson options to purchase 1,880,166 shares and Bond options for 352,531 shares at an exercise price of $3.54, equal to the common stock closing price on the grant date. Johnson’s options vest 25% at grant and 25% on each of April 19, 2026, 2027, and 2028, expiring February 23, 2031. Bond’s options vest 25% at grant and 25% on each of February 4, 2027, 2028, and 2029, also expiring February 23, 2031.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/25/2026 - 05:09 PM

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 23, 2026

NeoVolta, Inc

(Exact name of registrant as specified in its charter)

Nevada	001-41447	82-5299263
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

12195 Dearborn Place

Poway, CA 92064

(Address of Principal Executive Offices) (Zip Code)

(800) 364-5464

(Registrant’s telephone number, including area code)

(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))

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. ☐

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 $0.001 per share	NEOV	The NASDAQ Stock Market LLC
Warrants, each warrant exercisable for one share of common stock	NEOVW	The NASDAQ Stock Market LLC

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2026, NeoVolta, Inc. (the “Company”) entered into RSU Cancellation Agreements (the “Agreement”) with Ardes Johnson, Chief Executive Officer, and Steve Bond, Chief Financial Officer, of the Company, pursuant to which the Company and each of Messrs. Johnson and Bond agreed to cancel certain Restricted Stock Unit Awards (the “RSUs”) previously granted to Messrs. Johnson and Bond under the Company’s 2019 Stock Plan, as amended (the “Plan”) pursuant to which Messrs. Johnson and Bond were entitled to 1,280,000 and 240,000 shares of Company common stock, respectively.

Under the terms of the Agreement, in consideration for the cancellation of the RSUs, the Company agreed to issue new stock option awards in such amount as approved by the Compensation Committee of the Company’s Board of Directors, in accordance with the terms of the Plan. On February 23, 2026, the Company agreed to issue Messrs. Johnson and Bond option awards to purchase 1,880,166 shares and 352,531 shares of Company common stock, respectively, at an exercise price of $3.54 per share (which was the closing price of the Company’s common stock on the date of grant). The number of options issued to Messrs. Johnson and Bond were calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs. The options issued to Mr. Johnson vest as follows: 25% on issuance and 25% on each of April 19, 2026; April 19, 2027; and April 19, 2028, subject to Mr. Johnson’s continued service to the Company on each vesting date, and expire on February 23, 2031. The options issued to Mr. Bond vest as follows: 25% on issuance and 25% on each of February 4, 2027; February 4, 2028; and February 4, 2029, subject to Mr. Bond’s continued service to the Company on each vesting date, and expire on February 23, 2031. The foregoing option awards were granted in accordance with the terms of the Plan.

The foregoing description 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 is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
10.1		Form of RSU Cancellation Agreement, by and among NeoVolta, Inc. and each of Ardes Johnson and Steve Bond, dated February 23, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NeoVolta, Inc.


	By:	/s/ Steve Bond
		Steve Bond
		Chief Financial Officer

Dated: February 25, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did NeoVolta (NEOV) disclose?

NeoVolta canceled existing restricted stock units for its CEO and CFO and replaced them with new stock option awards under its 2019 Stock Plan. This shifts their equity incentives from full-value RSUs to options that have value only if the share price exceeds the exercise price.

How many RSUs were canceled for NeoVolta’s CEO and CFO?

The CEO, Ardes Johnson, had RSUs covering 1,280,000 shares canceled, while CFO Steve Bond had RSUs covering 240,000 shares canceled. These awards were originally granted under NeoVolta’s 2019 Stock Plan before being replaced with new stock option grants of equivalent intended value.

What stock options did NeoVolta grant to its CEO and CFO?

NeoVolta granted CEO Ardes Johnson options to purchase 1,880,166 shares and CFO Steve Bond options to purchase 352,531 shares of common stock. All options were issued under the 2019 Stock Plan using a valuation methodology to replicate the economic value of the canceled restricted stock units.

What is the exercise price and term of NeoVolta’s new executive options?

The new options for both executives have an exercise price of $3.54 per share, matching NeoVolta’s closing stock price on the grant date. The options for Johnson and Bond each expire on February 23, 2031, establishing a multi-year horizon for potential value realization.

How do the vesting schedules differ for NeoVolta’s CEO and CFO options?

Both executives receive 25% of their options vested at grant. Johnson’s remaining options vest in three equal installments on April 19, 2026, 2027, and 2028, while Bond’s remaining options vest on February 4, 2027, 2028, and 2029, contingent on continued service to NeoVolta.

Under which plan were NeoVolta’s new option awards granted?

The new stock option awards for NeoVolta’s CEO and CFO were granted under the company’s 2019 Stock Plan, as amended. That plan governs terms such as eligibility, grant mechanics, vesting conditions, and expiration, ensuring the awards align with the company’s established equity compensation framework.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 FORM OF RSU CANCELLATION AGREEMENT 14.8 KB