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): ~~December~~January 2426, ~~2025~~2026

Genasys Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16262 West Bernardo Drive
San Diego, California		92127
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 858 676-1112

    

(Former Name or Former Address, if Changed Since Last Report)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		GNSS		~~The~~NASDAQ ~~Nasdaq~~Capital ~~Stock~~ Market

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 check mark 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.

On ~~December~~January 2426, ~~2025~~2026, the Board of Directors (the “Board”) of Genasys Inc. (the “Company”) ~~promoted~~and ~~Ms.~~the ~~Cassandra~~Compensation ~~Hernandez-Monteon~~Committee toof the ~~position~~Board of(the ~~Chief~~“Compensation ~~Financial~~Committee) ~~Officer,~~approved ~~Treasurer~~the ~~and~~following ~~Secretary,~~compensation afor ~~role~~Richard ~~she~~Danforth, ~~had~~the ~~held~~Company’s onChief anExecutive ~~interim basis since July 1~~Officer, ~~2025.~~for ~~The~~the ~~Board~~Company’s ~~also~~2026 ~~increased~~fiscal ~~Ms.~~year: ~~Hernandez-Monteon’s~~a base salary toof $~~275~~490,000, ~~and approved~~ a cash bonus plan ~~for~~based ~~fiscal~~on ~~year 2026 with payouts between 0% and 100% of her base salary depending upon~~ the achievement ~~by the Company during fiscal year 2026~~ of ~~two~~specified ~~financial measures and one operating~~ performance ~~measure. Ms. Hernandez-Monteon was furthermore granted~~objectives, ~~effective~~a ~~December~~grant ~~24,~~of ~~2025~~200, ~~70,~~000 restricted stock units (“RSUs”) under the Company’s 2025 Equity Incentive Plan, ~~with 35,000 of such units~~ subject to time-based vesting, inand ~~three~~a ~~equal~~grant ~~increments~~of on200,000 ~~the~~RSUs ~~annual~~under ~~anniversaries~~such ofplan ~~the~~subject ~~grant~~to ~~date,~~performance-based ~~and~~vesting. ~~35,000~~The ofRSUs ~~such units~~ subject to ~~performance~~time-based vesting invest ~~three~~with ~~equal~~respect ~~increments~~to ~~upon~~67,000 ~~achievement~~shares ofon ~~specified~~December ~~Company targets~~31, in2026 ~~each~~and ~~case~~with ~~subject~~respect to ~~accelerated~~133,000 ~~vesting~~shares ~~upon~~on aDecember ~~change~~31, ~~of control~~2027.

~~SIGNATURES~~Mr. Danforth’s target cash bonus corresponds to 100% of his base salary. The performance objectives for the cash bonus consist of a revenue measure (weighted 30%), an Annual Recurring Revenue (“ARR”) measure (weighted 30%), and a debt-repayment measure (weighted 40%). A cash bonus is payable if (a) the debt-repayment measure is achieved or (b) 85% of target revenue is achieved or (c) a specified portion of the target ARR measure is achieved (each of (b) and (c), a “Cash Bonus Threshold”). Once the debt repayment measure has been met, a cash bonus of $196,000 is payable. Once a Cash Bonus Threshold has been met, a cash bonus corresponding to between $73,500 and $294,000 is payable with respect to the applicable measure, with $294,000 payable if the applicable measure is achieved at the 135%+-of-target level. The minimum cash bonus payable is $0 and the maximum cash bonus payable is $784,000.

~~Pursuant~~The performance objectives for the 200,000 performance-based RSUs consist of the same three performance objectives as for Mr. Danforth’s cash bonus, except that (i) the ARR measure is applied differently and (ii) no such RSUs vest until and unless all three performance objectives are met at specified levels. For any such RSUs to vest, the ~~requirements~~debt-repayment measure must be achieved, and each of the ~~Securities~~revenue ~~Exchange~~and ~~Act~~ARR measures must be achieved at the 95%-of-target ~~1934~~level (such vesting condition, the ~~registrant~~“Performance RSU Vesting Threshold”). Once the Performance RSU Vesting Threshold has ~~duly~~been ~~caused~~met, ~~this~~150,000 ~~report~~performance-based toRSUs bevest, ~~signed~~with additional such RSUs vesting based on achievement percentages for the revenue and ARR measures between 95% and 100% of target. The minimum number of performance-based RSUs that can vest is 0, and the maximum number is 200,000. The shares underlying performance-based RSUs are earned on the day that the Company’s independent registered public accounting firm delivers its ~~behalf~~audit byopinion with respect to the ~~undersigned~~2026 ~~hereunto~~fiscal ~~duly~~year. ~~authorized~~All time- and performance-based RSUs are subject to the change of control and severance provisions in Mr. Danforth’s employment agreement. In connection with the RSU grants, the Compensation Committee and the Board canceled performance-based options to purchase 800,000 shares granted to Mr. Danforth on October 8, 2022.

			Genasys Inc.
Date:	January 2, 2026	By:	/s/ Richard S. Danforth
			Richard S. DanforthChief Executive Officer

SIGNATURES

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.


			Genasys Inc.

Date:	January 30, 2026	By:	/s/ Richard S. Danforth
			Richard S. Danforth Chief Executive Officer

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