Wrap Technologies Updates CEO/President Contracts; Grants Performance Stock

What Happened
Wrap Technologies, Inc. (WRAP) filed an 8-K on Sept. 9, 2026 reporting that on Sept. 2, 2026 its Compensation Committee approved amended and restated employment agreements for Executive Chairman & CEO Scot Cohen and President & COO Jared Novick. Each agreement sets a $200,000 annual base salary, a two-year initial term with automatic one-year renewals, eligibility for an annual discretionary bonus, severance equal to 12 months’ base salary (upon termination without Cause or for Good Reason subject to release and obligations), COBRA premium reimbursement for up to 12 months, and customary confidentiality, non-compete (12 months), non-solicitation and IP assignment covenants.

The Committee also approved performance restricted stock awards: Cohen was granted 4,000,000 performance shares (1,600,000 of which require stockholder approval by March 15, 2027) and Novick was granted 2,000,000 performance shares (800,000 require stockholder approval). Vesting for both awards is tied to market capitalization thresholds measured by Bloomberg and achieved for 45 consecutive trading days (thresholds: $150M, $225M, $337.5M, $506.25M across four tranches). The Committee also amended certain prior non-statutory option agreements to extend the post-termination exercise period from 3 months to 24 months (except for termination for cause, death or disability).

Key Details

• Approved on Sept. 2, 2026; 8-K filed Sept. 9, 2026.
• Base salary: $200,000 for each executive; severance: 12 months of base salary plus earned bonus and up to 12 months COBRA reimbursement.
• Performance awards: Cohen 4,000,000 shares (1,600,000 subject to stockholder approval by Mar. 15, 2027); Novick 2,000,000 shares (800,000 subject to approval).
• Vesting tied to Market Capitalization measured by Bloomberg for 45 consecutive trading days at thresholds of $150M, $225M, $337.5M, $506.25M (tranche-by-tranche).
• Option exercise window for amended option agreements extended from 3 months to 24 months post-termination (except for cause, death, disability).

Why It Matters
These agreements increase long-term, market-cap–linked equity incentives for the CEO and President, aligning compensation with share price/market-cap growth rather than immediate cash payouts. The large performance-based awards could materially increase potential share dilution if fully vested and/or if the company obtains the required stockholder approval to expand the Equity Plan. Extended option exercise windows and 12-month severance protections strengthen executive retention and post-employment flexibility. Investors should note the stockholder-approval deadline (March 15, 2027) for a portion of the awards and the specific market-cap targets that govern vesting.