Exascale Labs grants director 15,000-unit stock award

Q: How many XLAB restricted stock units did David Edward Card receive?

David Edward Card received 15,000 restricted stock units on October 6, 2026. Each unit represents a contingent right to receive one share of Exascale Labs Holdings Inc. Class A common stock upon vesting and settlement.

Q: When do David Edward Card’s XLAB restricted stock units vest?

The 15,000 restricted stock units vest in full on the earlier of the first anniversary of the grant date or the scheduled expiration of his director term at an annual meeting where he is not nominated for re-election. Vesting is subject to his continued service through the applicable vesting date.

Q: Which plan covers David Edward Card’s XLAB restricted stock unit award?

The award was made under Exascale Labs Holdings Inc.’s 2026 Omnibus Equity Incentive Plan as an Initial Award under its Non-Employee Director Compensation Policy.

The award’s vesting depends on continued service and the earlier of two milestones tied to the grant date or his director term.

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Rhea-AI Filing Summary

Exascale Labs Holdings Inc. director David Edward Card received an award of 15,000 restricted stock units on October 6, 2026. Each unit represents a contingent right to receive one share of Class A common stock upon vesting and settlement. The units vest in full on the earlier of the first anniversary of the grant date or the scheduled expiration of his director term at an annual meeting where he is not nominated for re-election, subject to his continued service through the applicable vesting date.

Insider Trade Summary

Grant/Award: 15,000 shares

Grant/Award 1 txn

Insider Card David Edward

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)

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.
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 awarded: 15,000 units Underlying Class A common stock: 15,000 shares Shares per restricted stock unit: 1 share +1 more

4 metrics

Restricted stock units awarded 15,000 units Awarded October 6, 2026

Underlying Class A common stock 15,000 shares Shares represented by the awarded units

Shares per restricted stock unit 1 share Contingent right upon vesting and settlement

Class A common stock par value $0.0001 per share Par value stated in the award description

Key Terms

Restricted Stock Units, contingent right, vesting and settlement, Non-Employee Director Compensation Policy

4 terms

Restricted Stock Units financial

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

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.

contingent right financial

"represents a contingent right to receive one share"

vesting and settlement financial

"upon vesting and settlement"

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 XLAB restricted stock units did David Edward Card receive?

David Edward Card received 15,000 restricted stock units on October 6, 2026. Each unit represents a contingent right to receive one share of Exascale Labs Holdings Inc. Class A common stock upon vesting and settlement.

When do David Edward Card’s XLAB restricted stock units vest?

The 15,000 restricted stock units vest in full on the earlier of the first anniversary of the grant date or the scheduled expiration of his director term at an annual meeting where he is not nominated for re-election. Vesting is subject to his continued service through the applicable vesting date.

Which plan covers David Edward Card’s XLAB restricted stock unit award?

The award was made under Exascale Labs Holdings Inc.’s 2026 Omnibus Equity Incentive Plan as an Initial Award under its Non-Employee Director Compensation Policy.

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

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Available on EDGAR 10/06/2026 - 03:19 PM Accepted by SEC EDGAR 10/06/2026 - 03:19 PM

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^*

Card David Edward

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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/ David Card	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)

Source: View Original Filing on SEC EDGAR