[8-K] ZAPATA COMPUTING HOLDINGS Reports Material Event

Rhea-AI Filing Summary

Form 8-K Event: On June 13, 2025, Zapata Computing Holdings, Inc. (ZPTA) disclosed a new compensatory arrangement under Item 5.02.

The Board granted 32,500,000 restricted common shares to each of the two key insiders—Chief Executive Officer Sumit Kapur and sole director Clark Golestani. The awards vest in equal monthly installments over two years starting on the grant date. If Kapur is terminated other than for cause, or if Golestani is not re-elected, all unvested shares immediately vest.

No other material transactions, financial results, or departures were reported. Exhibit 104 provides the cover-page Inline XBRL data.

Positive

• Retention incentive: Two-year monthly vesting could encourage leadership continuity and focus on medium-term strategy.

Negative

• Potential dilution: 65 million total shares granted to insiders may significantly increase outstanding share count.
• Weak performance alignment: No performance conditions; accelerated vesting triggers reduce incentive effectiveness.
• Governance red flag: Sole director involved in approving his own large grant, raising independence concerns.

Insights

Corporate Governance Expert

TL;DR — Large insider equity grants; governance and dilution concerns.

The filing centers on a compensatory action rather than operations. Awarding 32.5 million shares each to the CEO and sole director is sizeable by any standard; without share-count context, investors cannot determine the exact dilution, but the magnitude alone flags governance scrutiny. The two-year monthly vesting aligns incentives with retention, yet the automatic acceleration on termination without cause or failed director election effectively removes performance risk, undermining long-term shareholder alignment. Because no performance hurdles are specified, the grant resembles near-immediate wealth transfer once vesting triggers occur. Shareholders should assess existing share reserve limits and potential proxy implications. Overall impact: negative due to dilution potential and weak vesting safeguards.

Securities Analyst

TL;DR — Equity grant is likely share-count dilutive; monitor float.

This 8-K reveals no operating metrics, only an equity award. Thirty-two-and-a-half million shares to each insider could materially inflate the float, pressuring earnings per share when the company eventually reports. The accelerated vesting clauses heighten near-term liquidity risk as shares could hit the market sooner. With no offsetting buybacks or cash-based alignment, the action seems shareholder-unfriendly. I categorize the disclosure as impactful because capital structure expectations shift, even though immediate cash flow is unaffected.

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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 13, 2025

ZAPATA COMPUTING HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Delaware		001-41218		98-1578373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Zapata Computing Inc.
6 Liberty Square, #2488

Boston, MA 02109

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:  (857) 367-9002

 100 Federal Street, Floor 20

Boston, MA 02110

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) 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))

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 checkmark 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

(e)

On June 13, 2025, the Board of Directors of Zapata Computing Holdings, Inc. (the “Company”) approved and the Company granted to each of Sumit Kapur, the Company’s Chief Executive Officer and sole officer and Clark Golestani, the Company’s sole director, a grant of 32,500,000 shares of restricted common stock (the “Shares”). The Shares vest in equal monthly installments for a two-year period beginning on the grant date, provided that if the Mr. Kapur is terminated by the Company other than for cause or Mr. Golestani is not re-elected by the shareholders, such vesting will accelerate and all unvested Shares shall become fully vested.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)								Filed

SIGNATURE

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.

Date: June 20, 2025

	ZAPATA COMPUTING HOLDINGS, INC.
	By:	/s/ Sumit Kapur
		Sumit Kapur, Chief Executive Officer

FAQ

What did Zapata Computing Holdings (ZPTA) disclose in its June 13, 2025 Form 8-K?

The company granted 32.5 million restricted shares each to its CEO and sole director.

How do the restricted shares awarded to ZPTA insiders vest?

In equal monthly installments over two years from the grant date.

What happens to unvested shares if the CEO is terminated without cause?

All remaining unvested shares immediately become fully vested.

Were any financial results or earnings figures included in this 8-K filing?

No. The filing only covered compensatory arrangements; no earnings data was provided.

Does the 8-K mention performance conditions for the equity grants?

No performance hurdles were specified; vesting is time-based with acceleration clauses.