VisionWave (NASDAQ: VWAV) raises CTO/CISO salary, grants 1M options

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VisionWave Holdings, Inc. amended the employment agreement of Chief Technology Officer / Chief Information Security Officer Danny Rittman. His annual base salary increased to $180,000 effective June 1, 2026.

The company also agreed to grant 1,000,000 performance-based stock options under its 2025 Omnibus Equity Incentive Plan, in addition to 500,000 existing options. These new options are exercisable at $4.98 per share and vest upon achieving specific product development and cybersecurity milestones, including VisionRF and StratumAI deliverables and implementation of a company-wide cybersecurity framework.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base salary: $180,000 per year New performance-based options: 1,000,000 options Existing options: 500,000 options +5 more

8 metrics

Base salary $180,000 per year Effective June 1, 2026 for CTO/CISO Danny Rittman

New performance-based options 1,000,000 options Granted under 2025 Omnibus Equity Incentive Plan

Existing options 500,000 options Previously granted under the original employment agreement

Option exercise price $4.98 per share Exercise price for additional 1,000,000 options

Milestone A vesting tranche 300,000 options VisionRF execution-ready technical data room and related materials

Milestone B vesting tranche 300,000 options Initial StratumAI agent web release by August 2026

Milestone C vesting tranche 300,000 options Implementation of company-wide cybersecurity framework

Milestone D vesting tranche 100,000 options VisionRF and Semiconductor/EDA strategy data rooms completion

Key Terms

performance-based stock options, 2025 Omnibus Equity Incentive Plan, execution-ready technical data room, cybersecurity framework, +1 more

5 terms

performance-based stock options financial

"the Company agreed to grant Executive an additional 1,000,000 performance-based stock options exercisable at $4.98 per share"

2025 Omnibus Equity Incentive Plan financial

"under the Company’s 2025 Omnibus Equity Incentive Plan (subject to the terms of the Plan"

execution-ready technical data room technical

"upon completion of the VisionRF execution-ready technical data room, system architecture, technical requirements"

cybersecurity framework technical

"upon leading the cybersecurity effort and implementing the company-wide security framework, including policies"

A cybersecurity framework is a structured set of practices, policies and technologies an organization uses to prevent, spot and respond to digital attacks—think of it as a building’s blueprint plus alarm system for protecting data and systems. Investors care because a robust framework lowers the risk of costly breaches, regulatory penalties and business interruptions, and it signals disciplined management that helps protect revenue, reputation and long‑term value.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/12/2026 - 05:00 PM

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): June 11, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-72741	99-5002777
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VWAV	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	VWAVW	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2026, VisionWave Holdings, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement dated August 6, 2025 (the “Original Agreement”) with Danny Rittman (“Executive”), who serves as the Company’s Chief Technology Officer / Chief Information Security Officer (CTO/CISO).

Pursuant to the Amendment: (i) Executive’s title was updated to Chief Technology Officer / Chief Information Security Officer (CTO/CISO), effective as of the date of the Amendment; (ii) Executive’s annual base salary was increased to $180,000, effective as of June 1, 2026, with the existing provisions for further salary increases upon achievement of Company revenue milestones remaining in effect; and (iii) in addition to the 500,000 options previously granted under the Original Agreement, the Company agreed to grant Executive an additional 1,000,000 performance-based stock options exercisable at $4.98 per share under the Company’s 2025 Omnibus Equity Incentive Plan (subject to the terms of the Plan, an option agreement, and Executive’s continued service), which shall vest upon achievement of the following milestones: (a) 300,000 options upon completion of the VisionRF execution-ready technical data room, system architecture, technical requirements, development plan, and blueprint-level materials needed for a qualified internal or external team to execute the project; (b) 300,000 options upon delivery of an initial release of the StratumAI agent (via web interface) by August 2026, including the technical architecture, project data room, execution plan, and first operational version of the VisionWave information/technical agent web page; (c) 300,000 options upon leading the cybersecurity effort and implementing the company-wide security framework, including policies, Microsoft security implementation, endpoint protection strategy, and employee awareness, once the agreed cybersecurity structure is implemented and operating properly; and (d) 100,000 options upon completion of the VisionRF execution-ready technical data room and the Semiconductor / EDA Strategy Data Room, including technical roadmap, architecture, strategic direction, and execution materials. Such additional options will be granted at an exercise price equal to the fair market value of the Company’s common stock on the applicable grant date (determined in accordance with the Plan) and will vest upon achievement of the respective milestone or as otherwise determined by the Board of Directors.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 to Employment Agreement, dated June 11, 2026, by and between VisionWave Holdings, Inc. and Danny Rittman (filed herewith)

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.

Dated: June 12, 2026

	VisionWave Holdings, Inc.

By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did VisionWave (VWAV) change in Danny Rittman’s employment terms?

VisionWave amended Danny Rittman’s employment agreement, confirming his role as CTO/CISO, raising his base salary to $180,000 from June 1, 2026, and adding 1,000,000 performance-based stock options tied to technology development and cybersecurity milestones under the 2025 Omnibus Equity Incentive Plan.

How many new stock options did VisionWave (VWAV) grant its CTO/CISO?

VisionWave agreed to grant Danny Rittman 1,000,000 performance-based stock options, in addition to 500,000 options previously granted. These options will vest when he delivers specified milestones across VisionRF, StratumAI, and company-wide cybersecurity implementation, aligning his compensation more closely with key strategic execution goals.

What is the exercise price of the new VisionWave (VWAV) options?

The filing states the new 1,000,000 performance-based options are exercisable at $4.98 per share under the 2025 Omnibus Equity Incentive Plan. The options vest only when detailed technology and cybersecurity milestones are met or as otherwise determined by VisionWave’s Board of Directors.

What milestones trigger vesting of VisionWave (VWAV) CTO/CISO options?

Vesting is tied to four deliverables: VisionRF execution-ready technical data rooms and materials, an initial StratumAI web-based agent release by August 2026, implementation of a company-wide cybersecurity framework, and completion of Semiconductor/EDA strategy data room plans and roadmaps, each unlocking specific stock option tranches.

How is Danny Rittman’s salary changing at VisionWave (VWAV)?

Danny Rittman’s annual base salary increases to $180,000 effective June 1, 2026. Existing provisions for additional salary increases based on VisionWave’s revenue milestones remain in place, so his cash compensation can still rise further if the company achieves defined revenue targets in the future.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 19.0 KB