T3 Defense Inc. 8-K

What Happened
T3 Defense Inc. (DFNS) told investors on Feb. 17, 2026 that its board approved a new consulting agreement with Billio Ltd. to provide the services of CEO Menachem Shalom, effective January 1, 2026. The new agreement supersedes prior arrangements dating back to 2024. The Board also approved a one-time cash bonus of $250,000 to Mr. Shalom for past services and cites his role in recent acquisitions including Star 26, Tiltan Software Engineering, Nimbus Drones and ITS.

Key Details

• Base pay: $60,000 per month for Mr. Shalom, effective Jan. 1, 2026.
• Cash bonuses: target cash bonus equal to 50% of base salary (performance-based); Board may grant additional milestone bonuses.
• Stock awards: 250,000 shares of common stock granted quarterly (subject to availability under an approved incentive plan and shareholder approval required under Nasdaq rules); if no plan/availability, shares will accrue.
• One-time/other: $250,000 retroactive cash bonus; $175,000 relocation grant if Mr. Shalom relocates to the U.S.; standard executive benefits and 30 business days vacation.
• Termination: if terminated without cause, six months base pay; if he resigns, 12 months compensation; terminated for cause or death/disability generally only entitled to pay through that time. Agreement includes typical non-compete, non-solicitation and confidentiality terms.

Why It Matters
This filing formalizes increased cash compensation and large recurring equity awards for T3’s CEO, which can raise the company’s near-term cash burn and lead to future share dilution if the quarterly stock grants are issued. The board’s action signals a commitment to retain Mr. Shalom and to support continuity after multiple acquisitions he oversaw. Investors should watch for (1) a shareholder-approved incentive plan required before stock grants are issued, (2) any future disclosures quantifying the dilutive impact of the accrued/issued shares, and (3) how the company funds increased cash and relocation payments.