CrowdStrike Holdings, Inc. 8-K

What Happened

• CrowdStrike Holdings filed a Form 8-K on December 29, 2025 disclosing that on December 22, 2025 the independent directors approved a performance-based equity award to President & CEO George Kurtz under the 2019 Equity Incentive Plan. The award targets 300,000 performance stock units (PSUs) measured by total shareholder return (TSR) versus the S&P 500 over a three‑year performance period running from December 22, 2025 through December 22, 2028. Payouts range from 0% to 200% of target (0 to 600,000 shares) based on relative TSR percentile.

Key Details

• Target PSUs: 300,000; potential payout: 0%–200% (0 to 600,000 shares).
• Performance metric: TSR vs. S&P 500 over 12/22/2025–12/22/2028 with linear interpolation.
• Payout schedule by percentile: Below 25th = 0%; 25th (threshold) = 50% (150k); 55th (target) = 100% (300k); 75th = 150% (450k); 90th+ (maximum) = 200% (600k).
• Special cases: change-in-control measurements, conversion to transaction consideration, and vesting/proration rules apply for terminations and if Mr. Kurtz moves to Executive Chairman (100% weighting while CEO, 50% while Executive Chairman).

Why It Matters

• This award ties the CEO’s long-term equity pay to CrowdStrike’s stock performance relative to the broad S&P 500, aligning incentives with shareholder returns over a three‑year period. Because payout is performance-based and can be forfeited if thresholds aren’t met, it emphasizes long-term performance rather than short-term gains. Investors should note the potential issuance of up to 600,000 shares if maximum performance is achieved and monitor future disclosures for the Compensation Committee’s certification of results at the end of the performance period.