UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 232, 2026

Picard Medical, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42801		86-3212894
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1992 E Silverlake Tucson, AZ, 85713 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (520) 545-1234

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PMI		The NYSE American, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5~~8.~~02.~~01: ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

On ~~June~~July 232, 2026, ~~Dr.~~Picard ~~Joe~~Medical, ~~Xiao~~Inc. ~~was~~(the ~~appointed~~“Company”) toissued ~~the~~a ~~Board~~press ofrelease ~~Directors~~ (the “~~Board~~Press Release”) announcing the availability of ~~Picard~~a ~~Medical,~~pre-recorded ~~Inc.~~presentation (the “~~Company~~Presentation”) ~~with~~in aadvance ~~term~~of ~~set~~the toCompany's ~~expire~~2026 atAnnual ~~the~~Meeting ~~2026~~of ~~annual~~Stockholders, ~~meeting~~scheduled offor ~~stockholders.~~July Dr17, 2026. ~~Xiao~~A ~~has~~copy ~~also~~of ~~been~~each ~~appointed~~of to the ~~Audit~~Press ~~Committee,~~Release ~~Compensation~~and ~~Committee~~Presentation is furnished as Exhibit 99.1 and ~~Nominating~~Exhibit 99.2 and ~~Corporate~~incorporated ~~Governance~~by ~~Committee~~reference herein.

In connection with being appointed to the Board, Dr. Xiao entered into the Company’s standard indemnification agreement for directors.

Dr. Xiao will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “The Board, Its Committees and Its Compensation - Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2026. There are no arrangements or understandings between Dr. Xiao and any other person pursuant to which he was selected to serve on the Board. There are also no transactions or relationships between Dr. Xiao and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 4, 2025)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated July 2, 2026
99.2		Presentation, dated July 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Picard Medical, Inc.

By:	/s/ Richard Fang
	Name:	Richard Fang
	Title:	Interim Chief Executive Officer

Dated: ~~June~~July 262, 2026

Filing Compare · Picard Medical, Inc.