Exascale Labs grants director Kariv 15,000 stock units

Each RSU represents a contingent right to one Class A common share, with vesting subject to continued service.

Rhea-AI Filing Summary

Exascale Labs Holdings Inc. (XLAB) director Shachar Kariv received a grant of 15,000 restricted stock units on October 6, 2026, leaving a reported direct RSU position of 15,000. Each unit represents a contingent right to one Class A common share upon vesting and settlement. The units vest in full on the earlier of the grant's first anniversary or the scheduled expiration of Kariv's director term at an annual meeting where he is not nominated for re-election, subject to continued service through the applicable vesting date.

Insider Trade Summary

Grant/Award: 15,000 shares

Grant/Award 1 txn

Insider Kariv Shachar

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2	15,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 15,000 contracts (Direct)

Footnotes (2)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), upon vesting and settlement.
2. F2. The RSUs were granted under the Issuer's 2026 Omnibus Equity Incentive Plan as an Initial Award under the Issuer's Non-Employee Director Compensation Policy. The RSUs vest in full on the earlier of (i) the first anniversary of the grant date and (ii) the scheduled expiration of the Reporting Person's term as a director at an annual meeting of the Issuer's stockholders at which the Reporting Person is not nominated for re-election, in each case subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date.

Key Figures

Restricted stock units granted: 15,000 RSUs Direct RSU position following transaction: 15,000 RSUs Shares per RSU: 1 Class A common share

3 metrics

Restricted stock units granted 15,000 RSUs Grant to director Shachar Kariv on October 6, 2026

Direct RSU position following transaction 15,000 RSUs Reported position after the grant

Shares per RSU 1 Class A common share Contingent right upon vesting and settlement

Key Terms

restricted stock unit, vesting, settlement, 2026 Omnibus Equity Incentive Plan, +1 more

5 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a contingent right"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting financial

"RSUs vest in full on the earlier of"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

settlement financial

"upon vesting and settlement"

Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.

2026 Omnibus Equity Incentive Plan financial

"granted under the Issuer's 2026 Omnibus Equity Incentive Plan"

Non-Employee Director Compensation Policy financial

"as an Initial Award under the Issuer's Non-Employee Director Compensation Policy"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RSUs did XLAB director Shachar Kariv receive?

Shachar Kariv received 15,000 restricted stock units on October 6, 2026. His reported direct RSU position following the grant was 15,000.

Under what plan did XLAB grant Shachar Kariv's RSUs?

The RSUs were granted under the 2026 Omnibus Equity Incentive Plan as an Initial Award under the Non-Employee Director Compensation Policy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/06/2026 - 03:18 PM Accepted by SEC EDGAR 10/06/2026 - 03:18 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kariv Shachar

(Last) (First) (Middle)

C/O EXASCALE LABS HOLDINGS INC.

820 GESSNER ROAD, SUITE 332

(Street)

HOUSTON, TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Exascale Labs Holdings Inc. [ XLAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(1)	10/06/2026		A		15,000		(2)	(2)	Class A Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), upon vesting and settlement.

2. The RSUs were granted under the Issuer's 2026 Omnibus Equity Incentive Plan as an Initial Award under the Issuer's Non-Employee Director Compensation Policy. The RSUs vest in full on the earlier of (i) the first anniversary of the grant date and (ii) the scheduled expiration of the Reporting Person's term as a director at an annual meeting of the Issuer's stockholders at which the Reporting Person is not nominated for re-election, in each case subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date.

	/s/ Shachar Kariv	10/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)