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8-KAccepted Sep 14, 5:29 PM ET

Stewards, Inc. Pauses Proposed 3,000,000 RSU Recognition Program

SWRDStewards, Inc.

Accepted (ET)

5:29 PM

Sep 14, 2026

Filed

Sep 14, 2026

Documents

11

Size

191.1 KB

Summary

Stewards, Inc. Pauses Proposed 3,000,000 RSU Recognition Program

Updated

What Happened

  • On September 9, 2026, the Board of Stewards, Inc. announced a standstill and additional review of a recognition program previously authorized in November 2025 that contemplated up to 3,000,000 restricted stock units (RSUs).
  • The November 2025 authorization (the "Prior Approval") contemplated awards of 250,000 RSUs for each of twelve proposed recipients, but no individual award agreements or notices were ever executed, and no shares were issued in settlement. The Company does not treat any of those RSUs as outstanding.
  • The September 9 action did not grant any RSUs, select recipients, set award amounts or vesting, establish grant dates, or authorize issuance of settlement shares. Independent directors Zachary Graeve, Wael Barsoum and John Bode will not receive any RSUs contemplated by the Prior Approval.

Key Details

  • Prior Approval: up to 3,000,000 RSUs (12 x 250,000 RSUs); authorized Nov 2025 but not executed.
  • Board action date: September 9, 2026; filing: Form 8‑K (Accession 0001663577-26-000275).
  • Future awards, if any, would be limited to Glen Steward, Shaun Quin, other management/employees eligible under the 2024 Equity Incentive Plan, and would exclude consultants, outside counsel, listing advisers, finders and IR providers.
  • Any future grants require Compensation Committee approval (by directors who are not proposed recipients), execution of written/electronic award agreements or notices, and an effective Form S‑8 registration statement (or written counsel confirmation of another exemption); no grant date may be backdated.

Why It Matters

  • For investors this clarifies that the previously referenced 3,000,000 RSUs have not been issued and are not outstanding, so there is currently no dilution from those contemplated awards.
  • Any future equity grants from this authorization would require additional board/committee action and a registration statement or legal exemption before settlement, so potential dilution is possible but not imminent or automatic.
  • The disclosure corrects prior statements that described the Prior Approval as an "issuance," reducing uncertainty about the company’s equity outstanding and governance around executive/employee awards.

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