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~~February 2312, ~~2025~~2026

Lite Strategy, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41827	51-0407811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9920 Pacific Heights Blvd., Suite 150
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 858 369-7100

    

(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00000002 par value	LITS	The Nasdaq Stock Market LLC

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.

AsOn ~~previously~~February ~~disclosed~~12, ~~on Form 8-K by Lite Strategy~~2026, ~~Inc.~~at (the ~~Company)~~fiscal ~~with~~2026 ~~the~~Annual ~~Securities~~Meeting ~~and~~of ~~Exchange~~Stockholders ~~Commission~~ (the ~~SEC~~Annual Meeting) onof ~~November~~Lite 18Strategy, ~~2025,~~Inc. ~~the Board of Directors~~ (the ~~Board~~Company), of the Company’s ~~appointed~~stockholders ~~Justin~~approved ~~J. File as Chief Executive Officer, effective as of November 14, 2025, in addition to his current roles of Chief Financial Officer and Secretary. On December 23, 2025,~~ the Company’s ~~and~~2026 ~~Mr.~~Omnibus ~~File~~Equity ~~entered~~Compensation ~~into~~Plan ~~an employment agreement, effective November 14, 2025~~ (the ~~2025~~2026 ~~File~~Equity ~~Employment Agreement~~Plan)~~, commemorating this appointment and replacing Mr~~. ~~File’s~~The ~~prior~~2026 ~~amended~~Equity ~~and~~Plan ~~restated~~had ~~employment~~been ~~agreement~~approved ~~with~~by the Company,’s ~~dated~~Board ~~August~~of 1,Directors ~~2024,~~on ~~which~~December ~~was~~17, ~~previously~~2025, ~~filed~~subject ~~with~~to the ~~SEC~~approval ~~as Exhibit 10.1~~ of the ~~Company’s~~stockholders, ~~Current~~and ~~Report~~became oneffective ~~Form~~upon ~~8-K,~~approval ~~filed~~by the stockholders on ~~March~~February 712, ~~2025~~2026. The ~~terms~~2026 ofEquity ~~the~~Plan ~~2025~~is ~~File~~attached ~~Employment~~hereto ~~Agreement~~as ~~with~~Exhibit ~~the Company are discussed below in this Current Report on Form 8-K~~10.1.

Approval of ~~Amended~~the ~~and~~2026 ~~Restated~~Equity ~~Justin~~Plan Jby the stockholders satisfied the contingency in the previously-disclosed grant under the 2026 Equity Plan to Mr. File ~~Employment~~of ~~Agreement~~options (the “Replacement Options”) to purchase 455,000 shares of the Company’s common stock, $0.00000002 par value. The terms of the grant of the Replacement Options are described in the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 20, 2025, and are incorporated herein by reference.

~~The~~Item ~~2025~~5.07 ~~File~~Submission ~~Employment Agreement provides for (i) a base salary~~ of ~~$575,000,~~Matters ~~effective~~to ~~as of October 1, 2025, (ii)~~ a ~~target~~Vote ~~annual bonus opportunity~~ of ~~50%~~Security base salary, effective for the fiscal year beginning July 1, 2025, (iii) eligibility to participate in the Company’s health, retirement, expense reimbursement, and other benefit plans on terms no less favorable than those provided to other senior executives of the Company, and (iv) eligibility to receive equity awards on similar terms as other senior executives of the Company under the Company’s equity compensation planHolders. ~~The term of the 2025 File Employment Agreement commences as of November 14, 2025 and continues indefinitely until termination by either Mr. File or the Company, as described below.~~

~~Under~~At the ~~2025~~Annual ~~File~~Meeting ~~Employment~~held ~~Agreement~~on February 12, if2026, ~~Mr.~~there ~~File’s~~were ~~employment~~represented, isby ~~terminated~~proxy, ~~(i)~~19,437,130 byshares of the Company’s ~~other~~common ~~than for cause~~stock, ~~(ii)~~par byvalue Mr$0.00000002 ~~File~~per ~~for~~share ~~good~~(Common ~~reason~~Stock), orout ~~(iii)~~of ~~due~~a tototal ~~Mr.~~number ~~File’s~~of ~~death~~36,785,397 orshares ~~disability~~of ~~(in~~Common ~~each~~Stock ~~case,~~outstanding asand ~~defined~~entitled into ~~the~~vote ~~2025~~at ~~File~~the ~~Employment~~Annual ~~Agreement), Mr~~Meeting. ~~File~~The ~~will~~Company’s bestockholders ~~eligible~~voted toon ~~receive~~ the following ~~severance~~four ~~benefits~~proposals ~~(collectively,~~at the ~~Severance~~Annual ~~Benefits):~~Meeting, casting their votes as described below.

AProposal ~~lump~~1. ~~sum~~– ~~payment~~Election ~~equal to 12 months~~ of ~~his base salary as in effect at the time of termination~~Director.

~~Subject~~The tofollowing ~~Mr.~~individuals, ~~File~~who were named as nominees in the Company’s ~~election~~definitive ofproxy ~~health~~statement ~~care~~relating ~~continuation~~to ~~coverage~~the Annual Meeting, ~~monthly~~were ~~COBRA~~elected ~~reimbursements~~by ~~for~~the ~~Mr.~~Company’s ~~File~~stockholders ~~and~~by ~~his~~a ~~eligible~~plurality ~~dependents~~of votes cast to serve until the ~~earliest~~expiration of ~~(A)~~their ~~the~~terms ~~12-month~~in ~~anniversary~~fiscal ofyear ~~Mr.~~2029 ~~File’s~~and ~~date~~until oftheir ~~termination,~~successor is elected and ~~(B)~~qualified. Information on the ~~date~~vote herelating isto nothe ~~longer~~directors ~~eligible~~standing tofor ~~receive~~election ~~COBRA~~is ~~continuation~~set ~~coverage.~~forth below:

A lump sum payment of a pro-rata target annual bonus for the year of termination.


Nominee	For	Withheld	Broker Non-Votes
Mr. Justin J. File	7,554,160	4,779,999	7,102,971
Mr. Joshua Riezman	7,558,908	4,775,251	7,102,971

~~Accelerated~~Proposal ~~vesting of the portion of Mr~~2. ~~File’s~~– ~~outstanding~~Advisory ~~stock~~Vote ~~options~~on ~~equal~~Executive ~~to the number of options that would have vested if he had continued to be employed by the Company for 12 months following termination~~Compensation.

~~Except~~Proposal in2 ~~the~~was ~~case~~to ofapprove, ~~Mr.~~on ~~File’s~~an ~~death~~advisory basis, the ~~payment~~compensation of the ~~Severance~~Company’s ~~Benefits~~named ~~will~~executive beofficers ~~conditioned~~as ~~upon~~disclosed ~~Mr.~~in ~~File~~the Company’s ~~execution~~definitive ofproxy anstatement. ~~effective~~The ~~release~~proposal ofwas ~~claims~~approved.

The 2025 File Employment Agreement also provides that if the Company terminates Mr. File’s employment without cause in the three month period prior to a change in control at the request of the other party to the change in control transaction, or if upon or within two years following a change in control, Mr. File’s employment is terminated by the Company without cause or by Mr. File for good reason, then Mr. File’s outstanding stock options will fully vest and become exercisable as of his termination date, provided that he signs an effective release of claims.


For	Against	Abstain	Broker Non-Votes
6,006,580	5,538,689	788,890	7,102,971

InProposal ~~connection with his entering into the 2025 File Employment Agreement, Mr~~3. ~~File~~– ~~entered~~Ratification ~~into~~of anAppointment ~~Employee~~of ~~Proprietary~~CBIZ ~~Information and Inventions Agreement (the Proprietary Information Agreement), dated December 23, 2025, which will replace and supersede his prior proprietary information agreement, dated June 9, 2023~~CPAs.

~~The~~Proposal ~~foregoing~~3 ~~summary~~was ~~of the 2025 File Employment Agreement and the Proprietary Information Agreement does not purport~~ to beratify ~~complete and is qualified in its entirety by reference to~~ the ~~full~~appointment ~~text~~ of ~~the~~CBIZ ~~2025~~CPAs, ~~File~~an ~~Employment~~independent ~~Agreement~~registered ~~and~~public ~~the~~accounting ~~Proprietary~~firm, ~~Information~~as ~~Agreement. The full text of~~ the ~~2025~~Company’s ~~File~~independent ~~Employment~~auditors ~~Agreement~~for ~~is attached as Exhibit 10.1 and~~ the ~~full~~fiscal ~~text~~year ofending ~~the~~June ~~Proprietary~~30, ~~Information Agreement is attached as Exhibit 10~~2026.2 toThe ~~this~~proposal ~~Current~~was ~~Report on Form 8-K and are incorporated herein by reference~~approved.

Item 9.01 Financial Statements and Exhibits.


For	Against	Abstain
18,939,953	430,917	66,260

Exhibit Number		Exhibit Title
10.1		Employment Agreement between the Company and Justin J. File, dated December 23, 2025
10.2		Employee Proprietary Information and Inventions Agreement between the Company and Justin J. File, dated December 23, 2025

Proposal 4. – Approval of Lite Strategy, Inc's 2026 Omnibus Equity Compensation Plan.

~~SIGNATURES~~Proposal 4 was to approve the Company's 2026 Omnibus Equity Compensation Plan. The proposal was approved.

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.


For	Against	Abstain	Broker Non-Votes
6,630,087	5,697,274	6,798	7,102,971

			LITE STRATEGY, INC.
Date:	December 30, 2025	By:	/s/ Justin J. File
			Justin J. FileChief Executive Officer, Chief Financial Officer and Secretary

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Exhibit Title

10.1		Lite Strategy, Inc. 2026 Stock Omnibus Equity Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 30, 2025).


104		Cover Page Interactive Data File (formatted as inline XBRL)

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.


			LITE STRATEGY, INC.

Date:	February 12, 2026	By:	/s/ Justin J. File
			Justin J. File Chief Executive Officer, Chief Financial Officer and Secretary

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