Hyperliquid Strategies (NASDAQ: PURR) raises CEO, COO compensation and equity awards

Rhea-AI Filing Summary

Hyperliquid Strategies Inc. updated compensation arrangements for its chief operating officer and chief executive officer. The company entered an Executive Placement Agreement with SBR Limited, which provides the services of COO Jeroen Nieuwkoop, including $400,000 annual base pay, a target cash bonus equal to 100% of base pay, and eligibility for annual equity awards with a target value of $1,000,000 under the 2025 Equity Incentive Plan.

The COO agreement also grants two initial restricted stock unit awards, each with a target fair value of $1,000,000, and provides severance, health benefit reimbursements, and accelerated equity vesting if terminated without cause or for good reason, with enhanced benefits during a change in control period. Separately, a First Amendment to CEO David Schamis’ employment agreement raises his base salary to $600,000, sets a 100% target bonus, and provides for annual equity awards targeted between $2,000,000 and $3,000,000 per year starting with the fiscal year beginning July 1, 2026.

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.

Key Figures

COO base remuneration: $400,000 per year COO target annual bonus: 100% of base remuneration COO annual equity eligibility: $1,000,000 target value +5 more

8 metrics

COO base remuneration $400,000 per year Annual base remuneration under COO Placement Agreement

COO target annual bonus 100% of base remuneration Discretionary cash bonus target from January 1, 2026

COO annual equity eligibility $1,000,000 target value Annual equity awards under 2025 Equity Incentive Plan

Initial COO RSU award 1 $1,000,000 target fair value Time-based RSUs using VWAP after first eight trading days post December 2, 2025

Initial COO RSU award 2 $1,000,000 target fair value Time-based RSUs based on closing price on May 5, 2025

CEO base salary $600,000 per year Effective July 1, 2026 under First Amendment

CEO target annual bonus 100% of base salary Annual discretionary cash bonus for fiscal years starting July 1, 2026

CEO annual equity awards $2,000,000–$3,000,000 target value Annual equity and equity-based awards under 2025 Equity Incentive Plan

Key Terms

Executive Placement Agreement, restricted stock units, Change in Control Period, 2025 Equity Incentive Plan, +2 more

6 terms

Executive Placement Agreement financial

"entered into an Executive Placement Agreement with SBR Limited"

restricted stock units financial

"the Consultant received two awards of time-based restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Change in Control Period financial

"during a Change in Control Period, the Consultant will be entitled"

2025 Equity Incentive Plan financial

"eligible to receive annual equity and equity-based awards under the 2025 Equity Incentive Plan"

non-competition covenants financial

"contains customary confidentiality and non-competition covenants applicable during the term"

general release of claims financial

"conditioned on the Consultant’s execution of a general release of claims"

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Available on EDGAR 06/26/2026 - 05:03 PM Accepted by SEC EDGAR 06/26/2026 - 05:03 PM Learn about SEC filing dates

0002078856false00020788562026-06-222026-06-22

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 22, 2026

HYPERLIQUID STRATEGIES INC

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42985	39-3284080
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
477 Madison Avenue 22nd Floor
New York, NY				10022
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 883-4241

(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 $0.01 per share		PURR		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.

Executive Placement Agreement

On June 23, 2026, Hyperliquid Strategies Inc (the “Company”) entered into an Executive Placement Agreement with SBR Limited (the “Consultant”), a Hong Kong company controlled by Jeroen Nieuwkoop, the Company’s Chief Operating Officer (the “COO Placement Agreement”). Pursuant to the terms of the COO Placement Agreement, the Consultant shall provide the services of Mr. Nieuwkoop as the Chief Operating Officer of the Company, or such other title and position as the Company may request from time to time, for a term that commenced on June 22, 2026 and shall continue until terminated in accordance with the terms of the COO Placement Agreement. The Consultant is entitled to receive annual base remuneration of $400,000, subject to review at least annually for merit increases and subject to adjustment from time to time in the discretion of the Company’s board of directors (the “Board”). Commencing with the year beginning January 1, 2026, the Consultant is eligible to receive an annual discretionary cash bonus (the “Bonus”), with a target amount equal to 100% of the base remuneration based on the achievement of performance-based and other individual and Company metrics to be established by the Board and the compensation committee, each in their sole discretion. Subject to Board approval, the Consultant is eligible to receive annual equity and equity-based awards under the 2025 Equity Incentive Plan, with a target grant date fair value of $1,000,000 for the current fiscal year (and anticipated to be the same in future fiscal years), each vesting on an annual basis over a three-year period, subject to the Consultant’s continuous engagement through such vesting date. In addition, in connection with the execution of the COO Placement Agreement the Consultant received two awards of time-based restricted stock units, each vesting on an annual basis over a three-year period. One of such initial awards has a target fair value of $1,000,000 based on the volume weighted average price of the Company’s common stock during the Company’s first eight trading days following December 2, 2025, with vesting commencing on that date, and the second has a target grant date fair value of $1,000,000 based on the closing price of the Company’s common stock on May 5, 2025, with vesting commencing on that date.

Upon the termination of the COO Placement Agreement for any reason, the Consultant will be entitled to receive all accrued but unpaid base remuneration through the termination date, any unpaid or unreimbursed expenses incurred in accordance with Company policy prior to termination and any accrued but unpaid benefits under the Company’s employee benefit plans. If the COO Placement Agreement is terminated by the Company without Cause or by the Consultant for Good Reason, in each case outside of a Change in Control Period (as such terms are defined in the COO Placement Agreement), the Consultant will be entitled to receive, in addition to the accrued obligations: (i) continued payment of base remuneration for six months following the termination date, (ii) a taxable monthly reimbursement equal to the amount of health insurance premiums the Company would have subsidized had the Consultant remained engaged, for the same six-month period, and (iii) accelerated vesting of 50% of all outstanding equity awards held by the Consultant at the time of termination. If the COO Placement Agreement is terminated by the Company without Cause or by the Consultant for Good Reason, in each case during a Change in Control Period, the Consultant will be entitled to receive the benefits described in clauses (i) and (ii) of the preceding sentence for a period of 12 months (rather than six months), accelerated vesting of 100% (rather than 50%) of all outstanding equity awards held by the Consultant at the time of termination, payment of Bonus for the calendar year in which the termination occurs, pro-rated based on the portion of the year during which the COO Placement Agreement was in effect, and reasonable outplacement services for a period of 12 months following termination. All severance payments and benefits (other than payment of accrued obligations) would be conditioned on the Consultant’s execution of a general release of claims, and such release becoming effective.

The COO Placement Agreement contains customary confidentiality and non-competition covenants applicable during the term of the COO Placement Agreement, as well as customary non-solicitation covenants applicable during the term and for 24 months thereafter.

The foregoing description of the COO Placement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the COO Placement 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.

Amendment to CEO Employment Agreement

On June 22, 2026, the Company entered into a First Amendment to Executive Employment Agreement with David Schamis, the Company’s Chief Executive Officer (the “First Amendment”). The First Amendment amends the Executive Employment Agreement, dated as of May 1, 2026, entered into between the Company and Mr. Schamis (the “CEO Employment Agreement”), effective as of July 1, 2026 (the “Effective Date”). Pursuant to the First Amendment, as of the Effective Date Mr. Schamis’ annual base salary will be increased to $600,000 and, for each fiscal year commencing with the fiscal year beginning July 1, 2026, Mr. Schamis will be eligible to receive an annual discretionary cash bonus, with a target amount equal to 100% of his base salary based on the achievement of performance-based and other individual and Company metrics to be established by the Board and/or the compensation committee, each in their sole discretion. In addition, in lieu of the potential annual equity awards initially provided for in the CEO Employment Agreement, subject to Board approval, Mr. Schamis will be eligible to receive annual equity and equity-based awards under the 2025 Equity Incentive Plan, with a target grant date fair value of between $2,000,000 and $3,000,000 for each fiscal year commencing with the fiscal year beginning July 1, 2026 (after the close of the applicable fiscal year and related financial statements for such fiscal year have been filed), with vesting schedules and performance criteria to be determined by the compensation committee and/or the Board and set forth in the applicable award agreement.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Executive Placement Agreement, entered into on June 23, 2026, between the Company and SBR Limited.
10.2		First Amendment to Executive Employment Agreement, dated as of June 22, 2026, between the Company and David Schamis.
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 hereunto duly authorized.

		HYPERLIQUID STRATEGIES INC
Date:	June 26, 2026	By:	/s/ Brett Beldner
		Name: Title:	Brett Beldner Chief Financial Officer

FAQ

What did Hyperliquid Strategies Inc. (PURR) change in its COO compensation?

Hyperliquid set a structured package for its COO through SBR Limited. The COO role carries $400,000 base pay, a 100% target cash bonus, and $1,000,000 annual equity eligibility, plus two initial $1,000,000 RSU awards and severance protections tied to termination and change in control events.

How is the COO of Hyperliquid Strategies Inc. (PURR) compensated on termination?

If terminated without cause or for good reason, the COO receives severance. Outside a change in control, this includes six months of base pay, health premium reimbursements, and 50% equity vesting; during a change in control period, these increase to 12 months, full equity vesting, a prorated bonus, and 12 months of outplacement services.

What salary and bonus terms apply to Hyperliquid Strategies Inc. (PURR) CEO David Schamis?

CEO David Schamis’ base salary rises to $600,000 from July 1, 2026. For each fiscal year starting with that date, he is eligible for an annual discretionary cash bonus targeted at 100% of base salary, based on performance metrics set by the board and compensation committee.

What equity awards will Hyperliquid Strategies Inc. (PURR) grant to its CEO under the amendment?

The CEO becomes eligible for sizeable annual equity awards. Subject to board approval, he may receive equity and equity-based awards under the 2025 Equity Incentive Plan, with target grant date fair value between $2,000,000 and $3,000,000 per fiscal year, with vesting and performance criteria set in each award agreement.

What are the key equity components in the COO agreement at Hyperliquid Strategies Inc. (PURR)?

The COO’s package includes recurring and initial equity components. He is eligible for $1,000,000 in annual equity awards under the 2025 plan and receives two time-based RSU grants with target fair values of $1,000,000 each, vesting annually over three years, subject to continued engagement.

Does the COO agreement at Hyperliquid Strategies Inc. (PURR) include restrictive covenants?

Yes, the COO agreement includes customary restrictive covenants. It provides confidentiality and non-competition obligations during the term, plus non-solicitation covenants that apply during the agreement and for 24 months afterward, alongside a requirement to sign a general release to receive severance benefits.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 261.3 KB
• EX-10.2 EX-10.2 19.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.4 KB