Lite Strategy, Inc. 8-K

What Happened
Lite Strategy, Inc. reported that at its February 12, 2026 annual meeting shareholders approved the company’s 2026 Omnibus Equity Compensation Plan, which became effective upon that approval. The approval satisfied a contingency tied to a previously disclosed grant of Replacement Options to Justin J. File to purchase 455,000 shares. At the meeting, stockholders also re‑elected directors Justin J. File and Joshua Riezman and ratified the appointment of CBIZ CPAs as independent auditors.

Key Details

• Meeting date and quorum: Annual meeting held Feb 12, 2026; 19,437,130 shares represented by proxy out of 36,785,397 outstanding.
• 2026 Equity Plan: Approved by the Board Dec 17, 2025 and effective upon shareholder approval Feb 12, 2026; filed as Exhibit 10.1 (incorporated by reference).
• Replacement Options: Approval satisfied contingency for prior grant to Justin J. File of options to buy 455,000 shares (terms described in the company’s 8‑K/A filed Nov 20, 2025).
• Vote results (selected): Director Justin J. File — 7,554,160 for, 4,779,999 withheld, 7,102,971 broker non‑votes; Joshua Riezman — 7,558,908 for, 4,775,251 withheld, 7,102,971 broker non‑votes. Advisory vote on executive compensation passed (6,006,580 for). Auditor ratification passed (18,939,953 for).

Why It Matters
Shareholder approval of the equity plan allows the company to issue stock‑based awards going forward and immediately triggered the previously planned option grant to CEO/CFO Justin J. File, which could affect future share dilution depending on exercise. Re‑election of the named directors and ratification of auditors are routine governance items that maintain existing leadership and the firm’s auditor relationship. Investors should note the vote counts and broker non‑votes as context for shareholder support levels and potential dilution from the new equity plan.