Virtuix Holdings Inc. Grants 100K RSUs to CFO; Names Lead Independent Director

What Happened

• Virtuix Holdings Inc. filed an 8-K reporting a supplemental, discretionary grant of 100,000 restricted stock units (RSUs) to its Chief Financial Officer, Thomas McGinnis, effective September 29, 2026. The RSUs vest over four years: 25% on the first anniversary and the remaining 75% in twelve substantially equal quarterly installments, subject to continued service; forfeiture applies on termination or breach, and change-in-control treatment follows the company’s 2025 Omnibus Incentive Plan. The company states this is a one-time special award and is not intended to change Mr. McGinnis’s total target equity value for 2026.
• At its 2026 Annual Meeting on September 24, 2026, Virtuix reported vote results and ratified its auditor. As of the July 29, 2026 record date there were 29,907,526 Class A shares and 4,000,000 Class B shares outstanding (Class B carries 20 votes per share). A total of 86,072,228 votes were represented (78.31% of voting power).
• Following the Annual Meeting (September 24, 2026), the Board appointed Randolph C. Read as Lead Independent Director (effective immediately). Mr. Read has been an independent director since August 2025 and currently chairs the Audit Committee; Melissa Mohr was also appointed to the Audit Committee following the meeting.

Key Details

• RSU grant: 100,000 RSUs to CFO Thomas McGinnis, granted 9/29/2026; vesting = 25% at 1 year, then 75% in 12 quarterly installments.
• Annual Meeting voting: 86,072,228 votes represented (78.31% of voting power).
• Director election vote counts: Ugo de Charette — For: 82,530,594; Withheld: 420,906; Broker non-votes: 3,120,728. John Cunningham — For: 82,870,817; Withheld: 80,683; Broker non-votes: 3,120,728. Melissa Mohr — For: 82,870,753; Withheld: 80,747; Broker non-votes: 3,120,728.
• Auditor ratification: EisnerAmper LLP ratified as independent registered public accounting firm — For: 85,819,980; Against: 58,370; Abstentions: 193,878.

Why It Matters

• The 100,000 RSU grant is a retention/recognition tool for the CFO with multi-year vesting and forfeiture conditions that align his continued service with the company’s interests; the company states it’s a one-time award and not intended to alter 2026 target equity levels.
• The annual meeting results confirm board continuity (three Class I directors elected) and shareholder support for the company’s auditor, reducing near-term governance uncertainty.
• Appointing a Lead Independent Director and adding Melissa Mohr to the Audit Committee strengthens independent oversight and board governance structure, which investors often view as positive for accountability and risk monitoring.