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): ~~April~~May 2421, 2026

Everspin Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)			001-37900 (Commission File Number)			26-2640654 (IRS Employer Identification No.)

5670 W. Chandler Blvd.

Suite 130

Chandler, Arizona 85226

(Address of principal executive offices, including zip code)

(480) 347-1111

(Registrant’s telephone number, including area code)

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

MRAM

The Nasdaq Stock Market 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 15.0102. Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~April~~Board ~~24,~~of ~~2026,~~Directors ~~Everspin Technologies, Inc.~~ (the “~~Company~~Board”) ~~and~~of ~~Amentum~~Everspin ~~Services~~Technologies, Inc. (“~~Contractor~~Everspin”) ~~entered~~adopted ~~into~~an ~~Subcontract~~amendment ~~Number S26-03-01~~ and arestatement ~~Statement~~ of ~~Work (collectively,~~ the ~~“Agreement”),~~Everspin ~~structured as an IDIQ Subcontract with Firm Fixed Price Task Orders~~Technologies, inInc. ~~connection~~Amended ~~with the Microelectronics Research, Development, Test,~~ and ~~Evaluation~~Restated ~~(“RDT&E”)~~2016 ~~program~~Equity ~~under~~Incentive ~~Prime~~Plan ~~Contract Number FA8075-18-D-0014~~ (the “~~Prime~~Amended ~~Contract~~2016 Plan”) ~~issued by Naval Surface Warfare Center~~, ~~Crane~~and ~~Division~~submitted ~~(“NSWC Crane”) to Contractor. The overall objective of~~ the ~~Prime~~Amended ~~Contract~~2016 ~~with~~Plan ~~the Contractor is~~ for ~~the~~stockholder ~~U.S.~~approval ~~government~~at toEverspin’s ~~have~~2026 aAnnual ~~set~~Meeting of ~~proven~~Stockholders ~~processes~~on ~~and~~May ~~manufacturing~~21, ~~capability~~2026 ~~that will result in new Toggle Magnetoresistive Random Access Memory~~ (the “~~MRAM~~Annual Meeting”) ~~that the U~~.S. ~~government~~The ~~will~~stockholders ~~then~~of beEverspin ~~able~~approved tothe ~~purchase~~Amended ~~for~~2016 ~~use~~Plan inat ~~strategic~~the ~~systems~~Annual Meeting.

The ~~primary~~Amended ~~purpose~~2016 ofPlan ~~the~~amended ~~Agreement is to provide Information Analysis Center Multiple Award Contract related Scientific~~ and ~~Technical~~restated ~~Information deliverables by performing RDT&E and other Research and Development related analytical services in achieving~~ the ~~Requiring~~Everspin ~~Activity’s~~Technologies, ~~mission requirements~~Inc. ~~Key~~2016 ~~technical~~Equity ~~obligations~~Incentive ofPlan ~~the~~(as ~~Company~~amended ~~include~~and/or ~~managing~~restated, the ~~program~~“2016 ~~and~~Plan”). ~~developing~~The ~~on-shore~~key ~~Toggle~~differences ~~MRAM~~between Production capability; providing process technology and engineering services; providing electrical characterization results; and providing statistical process control matching with physical dimension details with the ~~goal~~terms of ~~providing~~the a2016 ~~qualified~~Plan ~~process to manufacture Contractor Toggle MRAM products. The Company will provide process know-how~~ and ~~IP for Toggle MRAM manufacturing in case~~ the ~~Company~~Amended ~~exits~~2016 ~~the~~Plan ~~Toggle~~are ~~MRAM~~as ~~business while executing the agreement.~~follows:

•The ~~Agreement~~Amended is2016 ~~structured~~Plan asprovides athat ~~Firm~~an ~~Fixed~~additional ~~Price contract. Pursuant to the Agreement~~1, ~~milestone payments are structured across two phases over a 30-month period of performance from April 20~~800, ~~2026 through November 21, 2028, with payments triggered upon completion of each milestone deliverable, for a total aggregate value of $40,~~000~~,000.~~ ~~Contractor~~shares ~~reserves~~may ~~the~~be ~~right~~issued topursuant ~~terminate the Agreement for convenience, but only if and~~ to ~~the~~stock ~~extent~~awards ~~that~~granted ~~NSWC~~under ~~Crane first terminates~~ the ~~Prime~~Amended ~~Contract.~~2016 In the event of termination for convenience, Contractor agrees to pay the Company the full amounts paid or obligated to vendors, subcontractors, and suppliers, as well as any ancillary costs or expensesPlan. Option periods apply, and Contractor reserves the right to unilaterally exercise one or more option periods, in whole or in part, by written notice no later than one day prior to the stated option period. Additionally, Contractor may unilaterally require continued performance of any services at the rates specified in the final option period, with any such extension of performance not to exceed six months.

~~This~~•The ~~Current~~Amended ~~Report~~2016 onPlan ~~Form~~provides ~~8-K~~that ~~contains forward-looking statements within~~ the ~~meaning~~aggregate ofmaximum ~~Section~~number ~~27A~~ of ~~the~~shares ~~Securities~~that ~~Act~~may ofbe ~~1933,~~issued aspursuant ~~amended,~~to ~~and Section 21E of~~ the ~~Securities~~exercise ~~Exchange Act~~ of ~~1934,~~incentive asstock ~~amended.~~options ~~These~~under ~~statements~~the ~~involve~~Amended ~~known~~2016 ~~and~~Plan ~~unknown~~is ~~risks,~~a ~~uncertainties,~~number ~~and~~of ~~other~~shares ~~factors~~equal ~~which may cause the Company's actual results, performance, or achievements~~ to bethree ~~materially~~multiplied ~~different from any future results, performances, or achievements expressed or implied~~ by the ~~forward-looking~~aggregate ~~statements.~~number ~~These~~of ~~risks~~shares ~~and~~reserved ~~uncertainties~~for ~~are~~issuance ~~more fully described~~ under the ~~heading~~Amended ~~“Risk~~2016 Factors” in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K filed with the SEC on March 4, 2026, and its subsequent filings with the SEC from time to timePlan. ~~The Company does not undertake any obligation to update any forward-looking statements.~~

•The ~~foregoing~~Amended ~~summary~~2016 ofPlan ~~the~~explicitly ~~Agreement~~prohibits ~~does~~(i) ~~not~~the ~~purport~~reduction toof bethe ~~complete~~exercise ~~and~~or isstrike ~~qualified~~price inof ~~its~~outstanding ~~entirety~~stock byoptions ~~reference~~or tostock ~~the~~appreciation ~~full~~rights ~~text~~and of(ii) the ~~Agreement,~~cancellation ~~a copy~~ of ~~which~~underwater ~~will~~stock beoptions ~~filed~~or asstock anappreciation ~~exhibit~~rights toin ~~the~~exchange ~~Company’s~~for ~~Quarterly~~cash ~~Report~~or onother ~~Form~~stock ~~10-Q~~awards ~~for~~under the ~~quarter~~Amended ~~ending~~2016 ~~June 30~~Plan, ~~2026~~without ~~and~~the isprior ~~incorporated~~approval ~~herein~~of bythe ~~reference~~stockholders.

The material terms of the Amended 2016 Plan are further described in Everspin’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”) under the caption “Proposal 4: Approval of Amendment and Restatement of Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan,” which description is incorporated herein by reference.

The descriptions of the Amended 2016 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2016 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2026, Everspin held the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast: (a) for or withheld with respect to the election of directors; (b) for, against or abstain for the ratification of the appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2026; (c) for, against or abstain for the approval, on an advisory basis, of the compensation of Everspin’s named executive officers, commonly known as a “say-on-pay” proposal; and (d) for, against or abstain for the approval of the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan. Broker non-votes are also reported. A more complete description of each matter is set forth in Everspin’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026.



Proposal 1:			Each of the seven directors proposed by Everspin for election was elected by the following votes to serve until Everspin’s 2027 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. The tabulation of votes on this matter was as follows:


	For	Withheld	Broker Non-Votes
Darin G. Billerbeck	7,326,985	3,402,394	4,376,160
Geoffrey Ribar	10,271,361	458,018	4,376,160
Lawrence G. Finch	10,641,128	88,251	4,376,160
Sanjeev Aggarwal, Ph.D.	10,662,382	66,997	4,376,160
Tara Long	10,694,471	34,908	4,376,160
Glen Hawk	10,601,510	127,869	4,376,160
Douglas Mitchell	7,695,263	3,034,116	4,376,160



Proposal 2:			The appointment of Ernst & Young LLP as Everspin’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The tabulation of votes on this matter was as follows:


For	Against	Abstain	Broker Non-Votes
15,056,251	35,168	14,120	—



Proposal 3:			The advisory vote to approve the compensation of Everspin’s named executive officers was approved. The tabulation of votes on this matter was as follows:


For	Against	Abstain	Broker Non-Votes
10,374,156	215,571	139,652	4,376,160



Proposal 4:			The vote to approve the amendment and restatement of the Everspin Technologies, Inc. Amended and Restated 2016 Equity Incentive Plan was approved. The tabulation of votes on this matter was as follows:


For	Against	Abstain	Broker Non-Votes
7,462,346	3,216,931	50,102	4,376,160

Item 8.01. Other Events.

Effective immediately following the Annual Meeting, the composition of the committees of Everspin’s board of directors shall be as follows:

Audit Committee: Geoffrey Ribar (Chair)

Darin Billerbeck

Lawrence G. Finch

Tara Long

Compensation Committee: Glen Hawk (Chair)

Darin Billerbeck

Douglas Mitchell

Nominating and Corporate

Governance Committee: Douglas Mitchell (Chair)

Glen Hawk

Geoffrey Ribar

Item 9.01. Financial Statements and Exhibits.


Exhibit No.			Description
10.1			Amended and Restated 2016 Equity Incentive Plan.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

	Everspin Technologies, Inc.
Dated: April 29, 2026
Dated: May 22, 2026
	By:	/s/ William Cooper
		William Cooper
		Chief Financial Officer

Filing Compare · EVERSPIN TECHNOLOGIES INC.