ACORN ENERGY, INC. 8-K

What Happened

• On January 19, 2026 Acorn Energy entered into new consulting agreements with Jan H. Loeb (President & CEO; Acting CEO of OmniMetrix) and Tracy Clifford (CFO of Acorn and COO of OmniMetrix). Both serve as consultants, not employees.
• Loeb’s agreement: annualized cash compensation of $207,400 plus an additional $10,300 per month while he serves as Acting CEO of OmniMetrix; term expires December 31, 2026. He also received a one-time cash bonus equal to 5% of his 2025 gross cash compensation and a grant of options to buy 25,000 shares at $19.02 (Jan 16, 2026 closing price). One‑twelfth of those options vested immediately; the rest vest in eleven equal quarterly increments beginning April 1, 2026 (with acceleration on a change of control).
• Clifford’s agreement (effective January 1, 2026): annualized cash compensation of $222,789, a one-time bonus equal to 5% of her 2025 gross cash compensation, and a 25,000‑option grant at $19.02 with the same vesting schedule (1/12 immediate, remainder in 11 quarterly steps). Her agreement has a one‑year term that automatically renews each year; if Acorn terminates her without cause she is entitled to six months’ continuation of monthly cash compensation. Acorn will grant Clifford 25,000 options on each anniversary while her agreement remains in effect, with similar vesting.
• Acorn also amended non-employee director compensation: starting January 1 each non-employee director will receive an annual option grant to purchase 3,125 shares (vesting in four quarterly increments beginning on the grant date). The 2026 annual option grants were awarded on January 19, 2026 at the $19.02 exercise price; one-quarter vested immediately and the remainder vests in three quarterly increments beginning April 1, 2026.

Key Details

• Date of actions: agreements and awards effective/entered January 19, 2026 (Clifford’s agreement effective Jan 1, 2026); option exercise price set at $19.02 (Jan 16, 2026 close).
• Loeb cash pay: $207,400/year + $10,300/month while Acting OmniMetrix CEO; Loeb bonus = 5% of 2025 gross cash pay.
• Clifford cash pay: $222,789/year; 6 months’ pay continuation if terminated by Acorn other than for cause; Clifford bonus = 5% of 2025 gross cash pay.
• Option grants: 25,000 options each to Loeb and Clifford (1/12 immediate vesting; remainder over 11 quarterly increments); director annual grant = 3,125 options per non-employee director (quarterly vesting).

Why It Matters

• These filings confirm executive retention and compensation terms for Acorn’s top officers (CEO and CFO/COO), including cash pay, one-time bonuses tied to a completed technology partnership, and sizable option grants that align management with stock performance.
• For investors, relevant impacts are ongoing cash compensation and one-time bonus expenses, plus potential dilution from option grants to executives and directors. Vesting schedules and change-of-control acceleration terms affect when and how those options could be exercised.
• The Clifford agreement’s automatic renewal and severance protection (six months’ pay if terminated without cause) signal continuity for finance and OmniMetrix operations; Loeb’s agreement runs through year-end 2026, so monitor future filings for renewals or further changes.