What committee changes did VisionWave (VWAV) make related to Atara Dzikowski’s new role?

Upon commencement of her employment, she resigned from the Audit, Compensation, and Nominating and Governance Committees. The Board appointed Daniel Ollech, Mansour Khatib, and Judit Nagypal to fill these roles and confirmed the reconstituted committees satisfy applicable Nasdaq independence and composition requirements.

VisionWave (VWAV) appoints director as VP of M&A with 500,000-share award

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VisionWave Holdings, Inc. appointed current director Atara Dzikowski as Vice President of Mergers and Acquisitions effective May 1, 2026. Her employment agreement provides a three-year initial term starting April 1, 2026, with an annual base salary of $240,000 and eligibility for standard executive benefits.

She is granted an equity award of 500,000 shares of common stock or restricted stock units under the 2025 Omnibus Equity Incentive Plan, with 150,000 shares vesting immediately and the remaining 350,000 shares vesting based on time and consolidated revenue milestones up to $17,500,000. On a termination without cause or for good reason, she is entitled to accrued benefits plus severance equal to her then-current base salary, subject to a release.

In connection with her new executive role, Ms. Dzikowski resigned from the Audit, Compensation, and Nominating and Governance Committees, though she remains a non-independent board member. The Board reconstituted these committees with new members and confirmed they continue to meet Nasdaq independence and composition requirements.

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

Base salary: $240,000 per year Equity award size: 500,000 shares/RSUs Immediate vesting portion: 150,000 shares +4 more

7 metrics

Base salary $240,000 per year Annual base salary under Employment Agreement

Equity award size 500,000 shares/RSUs Granted under 2025 Omnibus Equity Incentive Plan

Immediate vesting portion 150,000 shares Vest immediately on grant date

Time-based vesting schedule 100,000 + 100,000 + 100,000 + 50,000 shares Vesting over three to 3.5 years from effective date

Revenue milestones $5M, $10M, $15M, $17.5M Revenue Cumulative consolidated Revenue thresholds for performance vesting

Employment term 3 years initial term Commencing April 1, 2026, with automatic one-year renewals

Severance amount One year base salary Payable upon termination without cause or for good reason

Key Terms

Vice President of Mergers and Acquisitions, Omnibus Equity Incentive Plan, cumulative Revenue, good reason, +2 more

6 terms

Vice President of Mergers and Acquisitions financial

"approved the appointment of Atara Dzikowski as Vice President of Mergers and Acquisitions"

Omnibus Equity Incentive Plan financial

"subject to ... the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan)"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

cumulative Revenue financial

"100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares"

Cumulative revenue is the total amount of money a company has earned from sales over a specific period, found by adding each reporting period’s revenue together like tracking deposits piling up in a single piggy bank. Investors use it to see how quickly a business is growing, whether it is meeting targets, and to compare long‑term performance and scale across companies, offering a clearer picture than a single quarter alone.

good reason financial

"Upon termination without cause or for good reason, the accrued benefits plus a severance payment"

Non-Solicitation and Non-Competition Agreement regulatory

"entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement"

Nasdaq independence and composition requirements regulatory

"The Board confirmed that the committees, as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements"

Understanding 8-K Material Events →

05/04/2026 - 08:01 AM

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): May 1, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301

Wilmington, DE

19801

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VWAV	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	VWAVW	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 May 1, 2026, the Board of Directors (the “Board”) of VisionWave Holdings, Inc. (the “Company”) approved the appointment of Atara Dzikowski as Vice President of Mergers and Acquisitions. In connection therewith, the Company entered into an Employment Agreement dated May 1, 2026 with Ms. Dzikowski (the “Employment Agreement”). In addition, the Company and Ms. Dzikowski, a current member of the Board, entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (the “Restrictive Covenant Agreement”) and the Mutual Agreement to Arbitrate (the “Arbitration Agreement”).

Material terms of the Employment Agreement include an initial term of three years commencing on April 1, 2026, with automatic one-year renewals absent thirty days’ prior written notice of non-renewal by either party and an annual base salary of $240,000. On the effective date, subject to prior approval by the Board or the Compensation Committee and the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan), an award of 500,000 shares of common stock or restricted stock units, of which 150,000 shares vest immediately upon the grant date. The remaining 350,000 shares shall vest upon the earlier of: (i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the effective date and the final 50,000 shares on the three and one-half (3.5) year anniversary of the effective Date, or (ii) performance-based vesting tied to consolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S. generally accepted accounting principles (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission): 100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares upon achievement of $10,000,000 cumulative Revenue; an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue; and the final 50,000 shares upon achievement of $17,500,000 cumulative Revenue. “Revenue” means the Company’s consolidated total revenue. Achievement of milestones shall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.

Further, Ms. Dzikowski will be eligible to participate in the Company’s standard employee benefit plans made available to similarly situated executives, including medical, dental and vision insurance, short- and long-term disability benefits, life insurance and retirement plan participation, subject to the terms of such plans as they may be amended from time to time. Upon termination for death, disability, for cause, resignation without good reason, or expiration of the term, Ms. Dzikowski will be entitled to only accrued but unpaid base salary and, to the extent required by law, accrued unused paid time off. Upon termination without cause or for good reason, the accrued benefits plus a severance payment equal to the then-current base salary, payable within six months of termination, conditioned upon execution of a general release of claims in a form provided by the Company and continued compliance with post-termination obligations. Customary provisions requiring full-time devotion of efforts, exclusive employment, and compliance with Company rules and policies.

Changes to Board Committee Memberships

On April 22, 2026, the Board accepted the resignation of Atara Dzikowski from the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, effective upon the commencement of her employment as Vice President of Mergers and Acquisitions. Ms. Dzikowski will continue to serve as a non-independent member of the Board of Directors.

Concurrently, the Board appointed Daniel Ollech as a member of the Audit Committee, Mansour Khatib as a member of the Compensation Committee, and Judit Nagypal as a member and Chair of the Nominating and Governance Committee, with such appointments effective immediately upon Ms. Dzikowski’s resignation from the respective committees. The Board confirmed that the committees, as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements.

There are no family relationships among the individuals referenced above that require disclosure under Item 404(a) of Regulation S-K. There were no disagreements between the Company and Ms. Dzikowski regarding her transition or resignation from the committee positions.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Employment Agreement, the Restrictive Covenant Agreement and the Arbitration Agreement copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Employment Agreement dated May 1, 2026, by and between the Company and Atara Dzikowski.
10.2	Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 6, 2025.

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.

Dated: May 4, 2026

VisionWave Holdings, Inc.

By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive role did VisionWave Holdings (VWAV) create for Atara Dzikowski?

VisionWave appointed Atara Dzikowski as Vice President of Mergers and Acquisitions. She will focus on transaction activity under a three-year initial employment term starting April 1, 2026, while continuing to serve as a non-independent member of the Board of Directors.

What is Atara Dzikowski’s base salary and severance at VisionWave (VWAV)?

Her annual base salary is set at $240,000. If terminated without cause or she resigns for good reason, she is entitled to accrued benefits plus severance equal to her then-current base salary, payable within six months, subject to signing a general release of claims.

How many VisionWave (VWAV) shares or RSUs will Atara Dzikowski receive?

She is eligible for an award of 500,000 shares of common stock or restricted stock units. Of these, 150,000 vest immediately on the grant date, while the remaining 350,000 vest over time or upon achieving specified consolidated revenue milestones certified by the Board or Compensation Committee.

What revenue milestones affect Atara Dzikowski’s equity vesting at VisionWave (VWAV)?

Portions of 350,000 shares vest upon cumulative consolidated Revenue milestones of $5,000,000, $10,000,000, $15,000,000, and $17,500,000. Each threshold unlocks additional shares once achievement is determined under U.S. GAAP and certified in the company’s periodic SEC reports.

What restrictive agreements apply to Atara Dzikowski at VisionWave (VWAV)?

She entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement, and a Mutual Agreement to Arbitrate. These documents address protection of company information, post-employment restrictions, and dispute resolution through arbitration rather than traditional court litigation.

Filing Exhibits & Attachments

6 documents