DNA X (SONM) turns to cash after equity plan runs out of shares
Rhea-AI Filing Summary
DNA X, Inc. (SONM) disclosed that on August 21, 2026, the compensation committee of its board of directors approved a cash award program ("Substitute Cash Grants") for all board members, including Chief Executive Officer Mike Mulica. These cash awards are being made in lieu of restricted stock units (RSUs) under the company’s 2019 Equity Incentive Plan because no shares remain available under that plan.
The Substitute Cash Grants are structured to closely replicate the company’s existing non-employee director RSU compensation policy. Each grant will equal the fair market value of the company’s common stock underlying the Phantom RSUs at the time of the applicable vesting event and will be paid in cash at that vesting event rather than in stock.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
Approval date of Substitute Cash Grants: August 21, 2026
Equity plan year: 2019
Report signature date: August 27, 2026
3 metrics
Approval date of Substitute Cash Grants
August 21, 2026
Date the compensation committee approved the Substitute Cash Grants
Equity plan year
2019
Year of the Equity Incentive Plan referenced as the EIP
Report signature date
August 27, 2026
Date the report was signed by the Chief Financial Officer
Key Terms
Substitute Cash Grant, restricted stock units, 2019 Equity Incentive Plan, fair market value, +1 more
5 terms
Substitute Cash Grant financial
"approved the grant of a cash award (each, a “Substitute Cash Grant”)"
restricted stock units financial
"in lieu of a grant of restricted stock units (“RSUs”) under the Company’s"
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.
2019 Equity Incentive Plan financial
"under the Company’s 2019 Equity Incentive Plan (the “EIP”)"
fair market value financial
"will equal the fair market value of the Company’s common stock"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
Phantom RSUs financial
"common stock underlying the Phantom RSUs at the time of the Vesting Event"
FAQ
What compensation decision did DNA X, Inc. (SONM) announce for its directors?
DNA X, Inc. approved cash awards called Substitute Cash Grants for all board members, including the CEO, on August 21, 2026. These cash awards replace RSU grants that could not be made because shares were unavailable under the 2019 Equity Incentive Plan.
Why is DNA X, Inc. (SONM) using cash awards instead of RSUs for directors?
The company stated that shares of common stock are unavailable under its 2019 Equity Incentive Plan. As a result, it is granting Substitute Cash Grants in lieu of RSUs to mirror the structure of its existing non-employee director compensation policy.
How are the Substitute Cash Grants at DNA X, Inc. (SONM) calculated?
Each Substitute Cash Grant will equal the fair market value of DNA X, Inc.’s common stock underlying the Phantom RSUs at the time of the vesting event. The amount therefore depends on the stock’s fair market value when each vesting event occurs.
When are the Substitute Cash Grants paid at DNA X, Inc. (SONM)?
The company disclosed that the Substitute Cash Grants will be payable as of the vesting event. This timing is intended to closely replicate RSU vesting under DNA X, Inc.’s current non-employee director compensation policy.
Who at DNA X, Inc. (SONM) is receiving the Substitute Cash Grants?
The Substitute Cash Grants were approved for all members of the board of directors, including Mike Mulica, who serves as the company’s Chief Executive Officer.
AI-generated analysis. How Rhea-AI works. Not financial advice.
