ZeroStack Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5, 2026, the independent members of the board of directors (the "Board") of ZeroStack Corp. (the "Company") granted (i) 500,000 stock options to Daniel Reis-Faria, Chief Executive Officer of the Company (the "Reis-Faria Options"), (ii) 250,000 stock options to Mr. Dany Vaiman, Chief Financial Officer of the Company (the "Vaiman Options") and (iii) 500,000 stock options to Mr. Michael Heinrich, the Executive Chairman of the Board (the "Heinrich Options" and together with the Reis-Faria Options and Vaiman Options, the "Stock Options").
The Stock Options are (a) unexercisable until seven calendar days after the closing of the transactions contemplated by the Share Exchange Agreement by and among the Company, Texas Blocker Corp. and stockholders of Texas Blocker Corp. named on Schedule A thereto and (b) subject to forfeiture, unless the Company's shareholders approve the grant of Stock Options at the Company's annual and special meeting of shareholders to be held on or about July 13, 2026.
The Stock Options will be exercisable at $5.10 per share and have a term of 10 years from issuance. The Stock Options will vest based on the volume weighted average price of the Company's Common Shares as follows:
| Percentage of Options Vested | At or above the following VWAP on any trading day |
| 20% | $7.65 |
| 20% | $10.20 |
| 20% | $12.75 |
| 20% | $15.30 |
| 20% | $17.85 |
The Form of Stock Option Agreement for the Stock Options is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Stock Options in this Current Report on Form 8-K is only a summary and is qualified in its entirety by reference to the actual terms of the Form of Stock Option Agreement.
Item 9.01. Exhibits.
| Exhibit | Description |
| 10.1 | Form of Stock Option Agreement, dated May 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZEROSTACK CORP. | |
| (Registrant) | |
| Dated: May 6, 2026 | |
| By: /s/ Dany Vaiman | |
| Dany Vaiman | |
| Chief Financial Officer |