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Eightco Holdings (NASDAQ: ORBS) outlines $406M AI, WLD and OpenAI portfolio

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8-K

Rhea-AI Filing Summary

Eightco Holdings Inc. updated investors on executive pay and the composition of its large treasury portfolio. The company entered a new three-year Amended and Restated Compensation Agreement with CEO Kevin O’Donnell, setting annual base salary at $550,000 and paying a one-time cash bonus of $875,000, with no further annual bonus opportunity in the new term.

The agreement outlines severance of up to 18 months of salary and accelerated vesting of equity if he is terminated without cause, more limited benefits for resignation or termination for cause, and six months of salary and benefits upon death or disability. Separately, Eightco reported total holdings of about $406 million as of June 10, 2026, including a $90 million indirect investment in OpenAI via SPVs, $18 million in Beast Industries equity, $1 million in Mythical Games, about $142 million in cash and stablecoins, 283,452,700 Worldcoin (WLD) tokens valued at $0.45 per WLD, and 16,278 Ethereum (ETH). The company positions these assets around three themes: artificial intelligence, digital identity, and the creator economy.

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Insights

Eightco details a concentrated $406M AI and crypto-heavy treasury alongside revised CEO pay.

Eightco reports total holdings of approximately $406 million as of June 10, 2026, spread across indirect equity in OpenAI, Beast Industries, Mythical Games, large positions in Worldcoin (WLD) and Ethereum, plus about $142 million in cash and stablecoins.

The portfolio is thematically focused: OpenAI represents about 22% of treasury assets, WLD about 32%, and Beast Industries about 4%, concentrating exposure in AI, digital identity, and creator-economy bets. The filing notes that Eightco cannot direct operations at private companies where it is not a controlling stockholder.

The CEO compensation reset trades a large upfront $875,000 bonus for no ongoing bonus opportunity over the three-year term, while providing up to 18 months of salary as severance if terminated without cause and accelerated vesting of equity awards. Future company filings may further detail performance and any changes in treasury composition.

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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total holdings $406 million Treasury assets as of June 10, 2026
OpenAI indirect investment $90 million Approx. 22% of treasury assets
Beast Industries equity $18 million Approx. 4% of treasury assets
Worldcoin holdings 283,452,700 WLD Approx. 8.4% of circulating supply, ~32% of treasury
Ethereum holdings 16,278 ETH Part of digital asset portfolio
Cash and stablecoins $142 million Component of total treasury holdings
CEO annual base salary $550,000 Under Amended and Restated Compensation Agreement
CEO signing bonus $875,000 Cash bonus paid at execution of new agreement
Amended and Restated Compensation Agreement financial
"entered into an Amended and Restated Compensation Agreement (the “A&R Agreement”) with Kevin O’Donnell"
special purpose vehicles financial
"invested approximately $90 million in special purpose vehicles with exposure to equity interests"
Special purpose vehicles are separate companies created to isolate financial risk or manage specific assets and projects. They act like dedicated containers that hold particular investments or loans, helping organizations keep certain activities separate from their main operations. For investors, understanding these entities is important because they can influence how risks and returns are structured within a larger financial system.
Proof of Human technical
"World is a global Proof of Human network built by Tools for Humanity"
Proof of human is a verification that an online user or participant is a real person rather than an automated program, typically done through simple tests (for example confirming a phone number, solving a brief visual puzzle, or responding to an email). For investors, it matters because it helps prevent fraud, fake trading activity, and data manipulation, protects customer accounts and regulatory compliance, and keeps markets and online services trustworthy—like a doorman checking IDs before letting people into a secured event.
circulating supply financial
"holds over 283 million WLD, approximately 8.4% of circulating supply"
The circulating supply is the number of a company's shares or a digital token that are actually available for the public to buy, sell, or trade right now, excluding units held back by the company, insiders, or locked for future use. Investors watch it because the amount available affects how easily prices move and how valuable each unit is — like how the price of cookies in a pantry changes if most are kept in a locked box versus spread out on a table.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Worldcoin (WLD) financial
"Eightco holds 283 million WLD, approximately 8.4% of circulating supply"
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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): June 5, 2026

 

EIGHTCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Texas   001-41033   87-2755739

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

101 Larry Holmes Drive

Suite 313

Easton, PA

  18042
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 765-8933

 

(Former name or former address, if changed since last report)

Not Applicable

 

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 (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, $0.001 par value   ORBS   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.

 

On June 5, 2026, Eightco Holdings Inc. (the “Company”) entered into an Amended and Restated Compensation Agreement (the “A&R Agreement”) with Kevin O’Donnell, the Company’s Chief Executive Officer, which amends and restates in its entirety the Compensation Agreement dated September 8, 2025 (the “Prior Agreement”), between the Company and Mr. O’Donnell. The A&R Agreement provides for a term of up to three years commencing on June 5, 2026, during which Mr. O’Donnell will continue to serve as the Company’s Chief Executive Officer.

 

Pursuant to the A&R Agreement, Mr. O’Donnell will receive an annual base salary of $550,000. In connection with the execution of the A&R Agreement, the Compensation Committee of the Company’s Board of Directors approved payment of a cash bonus of $875,000 to Mr. O’Donnell, representing the full bonus amount that would have been payable under the Prior Agreement. However, the A&R Agreement does not provide for an additional annual bonus opportunity throughout the new three-year term.

 

The A&R Agreement provides for the following termination and severance benefits: (1) in the event of a termination without Cause, severance pay equal to the lesser of 18 months of base salary or the base salary for the remainder of the term, plus accelerated vesting of all outstanding equity awards; (2) in the event of a termination for Cause or voluntary resignation, accrued but unpaid base salary and reimbursable expenses only, provided that upon a termination for Cause all unvested equity awards are forfeited; and (3) in the event of death or Disability, accrued but unpaid base salary and reimbursable expenses, plus an additional six months of base salary and benefits (including, in the case of death, continuation of dependent benefits for six months).

 

The foregoing summary of the A&R Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the A&R Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On June 11, 2026, the Company issued a press release (the “Press Release”) providing an update on the Company’s operations. A copy of the Press Release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Amended and Restated Compensation Agreement, dated June 5, 2026, by and between Eightco Holdings Inc. and Kevin O’Donnell
99.1   Press Release, dated June 11, 2026
104   Cover Page Interactive Data File (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 thereunto duly authorized.

 

Dated: June 11, 2026

 

  EIGHTCO HOLDINGS INC.
   
  /s/ Kevin O’Donnell
  Kevin O’Donnell
  Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Eightco Holdings (NASDAQ: ORBS) Reports Total Holdings of Approximately $406 Million, Includes OpenAI, Beast Industries, More Than 16,000 ETH and Over 283 Million WLD Tokens

 

Eightco treasury composition as of June 10, 2026: $90M OpenAI equity (indirect), $18M Beast Industries equity, 16,278 ETH, 283 million WLD holdings, and $142M cash and equivalents, totaling approximately $406 million

 

OpenAI announced that it submitted a confidential S-1, setting itself up for an initial public offering

 

World offers a solution to the ‘double human’ problem in a world proliferating with deepfakes

 

Eightco provides indirect exposure to some of the most innovative private companies including OpenAI and Beast Industries

 

EASTON, Pa., June 11, 2026 /PRNewswire/ Eightco Holdings Inc. (NASDAQ: ORBS) (“Eightco” or the “Company”) today provided an update on its total holdings, highlighting its unique position across digital assets and strategic investments in leading private technology companies.

 

As of June 10, 2026, at 4:30 p.m. ET, ORBS’ holdings include a $90 million investment (indirectly, through SPVs) in OpenAI, an $18 million funded investment in Beast Industries, a $1 million investment in Mythical Games, 283,452,700 Worldcoin (WLD) at $0.45 per WLD (per Coinbase), 16,278 Ethereum (ETH), and approximately $142 million in total cash and stablecoins, for total holdings of approximately $406 million.

 

Top AI Headlines Driving the News:

 

ORBS management believes the Company’s treasury portfolio holds some of the most critical components for the future AI and digital financial system. Among the holdings, key highlights in recent weeks are:

 

It was recently reported that hackers can potentially use AI to extract fingerprints from posted images of people taking peace-sign selfies. Using photo-editing software and AI tools, fingerprint ridges can become enhanced and visible in hi-res images (The New York Post). With the proliferation of advanced AI tools, Tools For Humanity’s Orb devices become increasingly more important to prove humanness.
   
On June 8th, OpenAI announced that it submitted a confidential S-1, setting itself up for an initial public offering (OpenAI).

 

“A future OpenAI IPO will allow public investors to own a direct stake in one of the most important companies driving the AI transformation,” said Thomas “Tom” Lee, Board Member of Eightco. “ORBS, through its current holdings of indirect interests in the equity of OpenAI, enables investors exposure to OpenAI prior to any public offering.”

 

 
 

 

Eightco: Exposure to key mega-trends

 

Eightco is built around three mega-trends the Company expects to shape the next decade of innovation: artificial intelligence, digital identity, and the creator economy, with positions in each trend through indirect investment in OpenAI (22% of ORBS’ treasury holdings), Worldcoin (32%), and Beast Industries (4%).

 

 

 

 
 

 

Artificial Intelligence — OpenAI

 

Eightco has invested approximately $90 million in special purpose vehicles with exposure to equity interests in the parent company of OpenAI, representing approximately 22% of treasury assets, one of the highest disclosed concentrations of any listed vehicle.

 

ChatGPT, OpenAI’s consumer app, is the #1 consumer AI app worldwide (Sensor Tower) and crossed 900 million weekly active users in February 2026, making it the fastest-scaling consumer technology in history (UBS via Reuters).

 

Digital Identity — WLD Token

 

Eightco holds over 283 million WLD, approximately 8.4% of circulating supply, the largest publicly disclosed institutional position globally and approximately 32% of the Eightco treasury’s assets.

 

Worldcoin is the native token of World, a global Proof of Human network built by Tools for Humanity (co-founded by Sam Altman and Alex Blania) and stewarded by the World Foundation. Its Orb devices issue a privacy-preserving World ID that verifies a user is a unique human, not an AI agent.

 

Under World’s announced business model, applications pay per-verification fees while end-user verification remains free, with both credential issuers and the World protocol monetizing verified-human authentication. World identifies a $6.35 trillion combined addressable revenue opportunity across 13 industries spanning banking, e-commerce, gaming, social media, and agentic AI (per Tools for Humanity).

 

Creator Economy — Beast Industries

 

Eightco has invested $18 million in Beast Industries equity, approximately 4% of treasury assets.

 

Beast Industries operates one of the largest direct-to-consumer reach footprints in the world, with a combined 500 million-plus follower base across platforms, anchored by MrBeast as the most-watched person on YouTube globally. As AI commoditizes content production, distribution and audience trust become increasingly scarce assets.

 

About Eightco Holdings Inc.

 

Eightco Holdings Inc. (NASDAQ: ORBS) is a publicly traded company executing a first-of-its-kind Worldcoin (WLD) treasury strategy, providing investors single-ticker indirect exposure to three of the defining trends of this cycle: artificial intelligence through its indirect investment in OpenAI, digital identity through its position as the largest public holder of WLD and the Proof of Human protocol, and the creator economy through its equity stake in MrBeast’s Beast Industries. Backed by leading institutional investors including Bitmine Immersion Technologies Inc. (NYSE: BMNR), MOZAYYX, World Foundation, CoinFund, Discovery Capital Management, FalconX, Payward/Kraken, Pantera, and GSR, Eightco is building the infrastructure layer for human verification in the agentic AI era.

 

For more information:

 

X: @iamhuman_orbs

Website: 8co.holdings

 

Frequently Asked Questions

 

What is ORBS stock?

 

Eightco Holdings Inc. (NASDAQ: ORBS) is a publicly traded company on Nasdaq. ORBS provides indirect exposure to: OpenAI and Beast Industries.

 

Who owns the most Worldcoin (WLD)?

 

Eightco Holdings (NASDAQ: ORBS) holds 283 million WLD, approximately 8.4% of circulating supply and the largest publicly disclosed institutional position globally.

 

 
 

 

What is Proof of Human?

 

Proof of Human is cryptographic verification that a user is a unique, living person, not a bot or AI agent. It is foundational infrastructure for social networks, banking, agentic commerce, and any system requiring “one person, one account” in the agentic AI era.

 

How does Eightco (ORBS) relate to Proof of Human?

 

Eightco Holdings (NASDAQ: ORBS) is the largest publicly disclosed institutional holder of Worldcoin (WLD), the token powering World’s Proof of Human network.

 

Who is the CEO of Eightco Holdings?

 

Kevin O’Donnell is the CEO of Eightco Holdings (NASDAQ: ORBS). The Company’s Board includes Tom Lee (Managing Partner and Head of Research at Fundstrat, and Chairman of Bitmine Immersion Technologies (NYSE: BMNR)) and, as an advisor to the Board, Brett Winton (Chief Futurist at ARK Invest).

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact could be deemed forward-looking, including, without limitation, statements regarding: the Company’s expectations that artificial intelligence, digital identity, and the creator economy will shape the next decade of innovation; the Company’s belief that its treasury portfolio holds some of the most critical components for the future AI and digital financial system; statements regarding the importance of Orb devices to prove humanness in light of the proliferation of advanced AI tools; expectations regarding a potential OpenAI initial public offering and expectations that any such IPO would allow public investors to own a direct stake in one of the most important companies driving the AI transformation; the Company’s Board Member’s statement that ORBS’ exposure to OpenAI enables investor exposure to OpenAI prior to any public offering; statements regarding ChatGPT being the fastest-scaling consumer technology in history; beliefs that Proof-of-Human verification is becoming essential infrastructure for social networks, banking, agentic commerce, and financial systems in the agentic AI era; statements regarding World’s addressable revenue opportunity of $6.35 trillion across industries spanning banking, e-commerce, gaming, social media, and agentic AI; and statements regarding the importance of distribution and audience trust as AI commoditizes content production. Words such as “plans,” “expects,” “will,” “anticipates,” “continue,” “expand,” “advance,” “develop,” “believes,” “guidance,” “target,” “may,” “remain,” “project,” “outlook,” “intend,” “estimate,” “could,” “should,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the Company’s inability to direct the management or operations of private businesses where the Company is not a controlling stockholder, including OpenAI and Beast Industries; risk of loss or markdown on the Company’s strategic investments, including its indirect position in OpenAI equity (held through special purpose vehicles), its position in WLD, and its position in Beast Industries equity; the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements; unexpected costs, charges or expenses that reduce the Company’s capital resources or otherwise delay capital deployment; inability to raise adequate capital to fund or scale its business operations or strategic investments; volatility in digital asset prices, including WLD and ETH, which could materially affect the value of the Company’s treasury holdings; regulatory changes, future legislation and rulemaking negatively impacting digital assets, artificial intelligence adoption, or biometric data collection; risks related to the development, adoption, and market acceptance of Proof-of-Human technology and the World network; uncertainty regarding the pace and trajectory of agentic AI deployment in enterprise and consumer applications; uncertainty regarding OpenAI’s product roadmap and the timing or success of any IPO; risks related to Beast Industries’ ability to achieve its growth projections; and shifting public and governmental positions on digital assets or artificial intelligence-related industries. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause Eightco’s actual results to differ from those contained in the forward-looking statements herein, see Eightco’s filings with the Securities and Exchange Commission (the “SEC”), including the risk factors and other disclosures in its Annual Report on Form 10-K filed with the SEC on April 15, 2026 and other publicly available SEC filings. All information in this press release is as of the date of the release, and Eightco undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

 

SOURCE Eightco Holdings (NASDAQ: ORBS)

 

MEDIA CONTACT:

 

Marcy Simon

Marcy@agentofchange.com

+1 917 833 3392

 

 

 

FAQ

What treasury holdings did Eightco Holdings report as of June 10, 2026?

Eightco reported total holdings of about $406 million, including a $90 million indirect OpenAI investment, $18 million in Beast Industries, $1 million in Mythical Games, 283,452,700 WLD, 16,278 ETH, and roughly $142 million in cash and stablecoins.

How is Eightco Holdings exposed to OpenAI?

Eightco holds an indirect equity interest in OpenAI’s parent company through special purpose vehicles totaling about $90 million, representing roughly 22% of its treasury assets. This provides investors exposure to OpenAI alongside other AI and digital asset positions in the company’s portfolio.

What is Eightco’s position in Worldcoin (WLD)?

Eightco holds 283,452,700 WLD, valued in the press release at $0.45 per token, and describes this as roughly 8.4% of circulating supply. The company says WLD accounts for about 32% of its treasury and is tied to World’s Proof of Human network.

What are the key terms of Eightco CEO Kevin O’Donnell’s new compensation agreement?

Kevin O’Donnell’s Amended and Restated Compensation Agreement runs up to three years from June 5, 2026, with a $550,000 annual base salary and an $875,000 cash bonus paid at signing. The new agreement removes additional annual bonus opportunities during the term but adds detailed severance protections.

What severance protections does Eightco’s CEO receive under the new agreement?

If terminated without cause, Kevin O’Donnell is entitled to severance equal to the lesser of 18 months of base salary or the remainder of the term, plus accelerated vesting of all equity awards. For death or disability, he receives six months of salary and benefits in addition to accrued pay.

Which strategic themes does Eightco say its treasury portfolio targets?

Eightco states its treasury is built around three themes: artificial intelligence via its OpenAI exposure, digital identity through its large Worldcoin (WLD) position and the Proof of Human protocol, and the creator economy through its equity stake in MrBeast’s Beast Industries.

Filing Exhibits & Attachments

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