Edgemode, Inc. 8-K

What Happened

• On February 10, 2026 Edgemode’s board approved stock option grants to CEO Charles Faulkner and CFO Simon Wajcenberg. Each executive received a non‑qualified option to purchase up to 350,000,000 shares of Edgemode common stock (350M each, 700M total potential) exercisable for five years.
• The exercise price for each option is set equal to the closing sale price of Edgemode common stock on OTC Markets on the trading day immediately preceding the grant date. 50% of each option vests and becomes exercisable upon closing a purchase agreement with a solid oxide fuel cell supplier for at least 100 MW; the remaining 50% vests upon closing an AI data center site sale for at least 100 MW, in each case as determined by the board. The full option agreements are filed as Exhibits 10.1 and 10.2.

Key Details

• Grant date / board approval: February 10, 2026; Form 8‑K filed Feb 12, 2026.
• Size: 350,000,000‑share option for each executive (700,000,000 shares total potential).
• Vesting tied to two commercial milestones: (1) closing with a solid oxide fuel cell supplier (≥100 MW) and (2) closing an AI data center site sale (≥100 MW).
• Option type and term: non‑qualified options, five‑year exercise period; exercise price = prior trading day OTC Markets closing sale price.

Why It Matters

• These grants tie senior management compensation to securing large commercial deals (fuel cell supply and AI data center site sales), signaling the company’s focus on energy and AI infrastructure milestones.
• If both executives exercise their options, there is potential significant share dilution (up to 700 million shares), which investors should monitor relative to Edgemode’s current share count and future capital structure.
• Investors should watch for related material agreements (the specified 100 MW deals) and future disclosures that confirm whether the vesting conditions are met.