Newton Golf Company (NWTG) shareholders approve expanded equity plan and executive RSU awards

Rhea-AI Filing Summary

Newton Golf Company, Inc. reported results from its 2025 annual stockholder meeting and related equity actions. Stockholders approved the Amended and Restated 2022 Equity Incentive Plan, which increases the shares available for awards by an additional 1,400,000 shares, adds an annual increase feature of up to 5% of fully diluted outstanding common shares starting January 1, 2026, and extends the plan’s expiration to December 18, 2035.

Following this approval, the company granted 200,000 restricted stock units (RSUs) to its Executive Chairman and CEO, 175,000 RSUs to its CFO, and 225,000 RSUs to its CTO. These RSUs vest ratably over three years, fully vest upon a change in control, and provide partial vesting upon death or disability. Stockholders also elected four directors, ratified Weinberg & Company, P.A. as auditor for 2025, and approved the equity plan, each receiving the requisite affirmative vote.

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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): December 18, 2025

NEWTON GOLF COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41701		82-4938288
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

551 Calle San Pablo

Camarillo, CA 93012

(Address of principal executive offices, including ZIP code)

855-774-7888

(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 (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act of 1933 (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(e) 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 $0.01 per share		NWTG		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.

Equity Plan

As disclosed under Item 5.07 of this Current Report on Form 8-K, on December 18, 2025, the stockholders of Newton Golf Company, Inc. (the “Company”) approved (the “Plan Approval”) the Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”), which incorporated certain amendments to the Plan, including (i) an increase in the number of shares of the Company’s common stock available for issuance thereunder by an additional 1,400,000 shares, (ii) an annual share increase equal to the lesser of 5% of the Company’s fully diluted outstanding shares of common stock as of the immediately preceding December 31, or such lesser number determined by the Company’s board of directors, with the first such increase to be effective January 1, 2026; and (iii) an extension of the Plan’s expiration date to December 18, 2035.

The Plan is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2025 (the “Proxy Statement”). The description of the Plan contained in the Proxy Statement and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Equity Grants

In connection with the Plan Approval, the Company granted 200,000 restricted stock units (“RSUs”) to its Executive Chairman and Chief Executive Officer, 175,000 RSUs to its Chief Financial Officer, and 225,000 RSUs to its Chief Technology Officer (the “Grants”). The Grants utilize the form of RSU award agreement (the “Award Agreement”) attached hereto as Exhibit 10.2. Subject to continuing employment, the Grants will vest ratably over three years. All units subject to the Grants will vest in full upon a change in control of the Company. If an executive dies or becomes disabled, the Award Agreement provides that a pro-rata portion of the Grants will vest based on the number of days of service during the vesting period. These grants were previously approved by the Compensation Committee of the Board of Directors of the Company, contingent upon obtaining the Plan Approval, and became effective on December 18, 2025.

The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 18, 2025, the Company held its 2025 annual meeting of stockholders. The following matters (the “Proposals”) were voted upon by the stockholders with the final voting results as shown:

Proposal 1. To elect four directors to serve as directors of the Company until the next annual meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal.

Name		Votes For		Votes Withheld		Broker Non-Votes
Dr. Greg Campbell		1,030,840		213,318		1,527,317
Jane Casanta		1,147,133		97,025		1,527,317
Brett Hoge		1,144,987		99,171		1,527,317
Akinobu Yorihiro		1,176,849		67,309		1,527,317

Proposal 2. To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Votes For		Votes Against		Abstain		Broker Non-Votes
2,736,617		33,496		1,362		—

Proposal 3. To approve the Amended and Restated 2022 Equity Incentive Plan.

Votes For		Votes Against		Abstain		Broker Non-Votes
1,028,798		195,444		19,916		1,527,317

The Proposals, which are described in more detail in the Proxy Statement, received the affirmative requisite vote of the stockholders of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Newton Golf Company, Inc. Amended and Restated 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on December 18, 2025).
10.2		Newton Golf Company, Inc. Form of Restricted Stock Unit Award Agreement.
104		Cover Page Interactive Data File––the cover page XBRL tags are embedded within the Inline XBRL document.

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.

Date: December 18, 2025	NEWTON GOLF COMPANY, INC.
	By:	/s/ Greg Campbell
		Greg Campbell
		Executive Chairman and Chief Executive Officer

FAQ

What equity plan changes did Newton Golf Company (NWTG) approve?

Stockholders approved the Amended and Restated 2022 Equity Incentive Plan, adding 1,400,000 shares of common stock for issuance, introducing an annual share increase of up to 5% of fully diluted outstanding shares effective January 1, 2026, and extending the plan’s expiration date to December 18, 2035.

What RSU grants did Newton Golf Company (NWTG) executives receive?

In connection with plan approval, the company granted 200,000 RSUs to its Executive Chairman and CEO, 175,000 RSUs to its CFO, and 225,000 RSUs to its CTO. These RSUs vest ratably over three years, fully vest upon a change in control, and provide pro-rata vesting upon death or disability.

How did Newton Golf Company (NWTG) shareholders vote on the equity incentive plan?

For the equity plan approval, shareholders cast 1,028,798 votes for, 195,444 against, and 19,916 abstentions, with 1,527,317 broker non-votes. The proposal received the requisite affirmative vote.

Which directors were elected at Newton Golf Company’s 2025 annual meeting?

Shareholders elected Dr. Greg Campbell, Jane Casanta, Brett Hoge, and Akinobu Yorihiro to serve as directors until the next annual meeting and until their successors are elected and qualified or their earlier departure.

Who is Newton Golf Company’s auditor for the year ending December 31, 2025?

Stockholders ratified the appointment of Weinberg & Company, P.A. as Newton Golf Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 2,736,617 votes for, 33,496 against, and 1,362 abstentions.

What are the key vesting terms of Newton Golf Company’s new RSU grants?

The RSU grants vest ratably over three years, assuming continued employment. All units vest in full upon a change in control, and a pro-rata portion vests if the executive dies or becomes disabled, based on days of service during the vesting period.