Vicarious Surgical Inc. 8-K

What Happened

• Vicarious Surgical (RBOT) filed an 8‑K on Feb 2, 2026 disclosing an amendment to CEO Stephen From’s employment agreement (dated Feb 2, 2026) and a new Executive Severance and Change in Control Agreement with CFO Sarah Romano (dated Feb 1, 2026). Both agreements define severance pay, COBRA health premium coverage, and equity vesting if the executives are terminated without cause or resign for good reason, including enhanced payouts around a change in control.

Key Details

• CEO Stephen From: if terminated without cause or for good reason, entitled to:
  • Severance = one year of his then‑current base salary + pro‑rata portion of target bonus;
  • COBRA premiums paid for 12 months;
  • If termination occurs within 3 months before or 12 months after a change in control: severance = two times his 12‑month base salary (effectively two years' salary) + pro‑rata bonus, and COBRA for 24 months;
  • Outstanding time‑based equity awards will vest in full.
• CFO Sarah Romano: if terminated without cause or for good reason, entitled to:
  • Severance = six months of her then‑current base salary + pro‑rata portion of target bonus;
  • COBRA premiums paid for 6 months;
  • If termination occurs within 3 months before or 12 months after a change in control: severance = two times the six‑month base amount (effectively one year of salary) + pro‑rata bonus, and COBRA for 12 months;
  • Outstanding time‑based equity awards will vest in full.
• Payment of severance for both executives is conditioned on signing (and not revoking) a company‑acceptable separation agreement that includes a customary release and restrictive covenants.

Why It Matters

• These agreements define the compensation and protections for the company’s top executives in the event of termination or a change in control, which can affect cash needs and equity dilution (via accelerated vesting) in certain scenarios.
• For investors, the provisions signal how the company manages executive retention and potential payouts around M&A or leadership changes; the most material effects are potential cash severance obligations and accelerated equity vesting if a qualifying change in control or termination occurs.