AEye, Inc. 8-K

What Happened AEye, Inc. announced that its Compensation Committee adopted new standard forms for equity grants under the 2021 Equity Incentive Plan and awarded performance stock units (PSUs) to senior executives in February 2026. The Committee granted PSUs to General Counsel Andrew S. Hughes (121,229 PSUs) and CFO Conor B. Tierney (208,713 PSUs) on February 9, 2026, and the Board approved 834,724 PSUs for CEO Matthew Fisch on February 11, 2026. The new grant documents (cash‑settlement option forms) were filed as exhibits to the 8-K.

Key Details

• PSU awards: CEO Matthew Fisch 834,724; CFO Conor B. Tierney 208,713; GC Andrew S. Hughes 121,229.
• Vesting tied to stock-price performance: awards vest in three equal tranches when the average closing price hits $3.00, $4.00 and $5.00 per share (each measured over any five consecutive trading days).
• Cash settlement/backstop: if insufficient shares are available under the Plan at vesting, awards will be settled in cash using the five‑day trailing average closing price.
• Expiration: any PSUs not vested by December 31, 2030 will be forfeited.

Why It Matters These grants align senior management compensation with AEye’s stock-price performance, so vesting depends on the company reaching specific market-price milestones. For investors, the awards represent potential future dilution if settled in shares, or a future cash obligation if shares aren’t available. The large size of the CEO award (834,724 PSUs) is notable and could have meaningful dilution or cash‑settlement impact if milestones are achieved. The new standard grant forms clarify the company’s ability to settle awards in cash.