UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2026, at the same time as the Compensation Committee (the “Committee”) of the Board of Directors of CVRx, Inc. (the “Company”) approved annual equity awards for the Company’s executive officers, the Committee also approved an incremental equity award in the form of performance stock units (“PSU”) specific to a cumulative revenue goal for the fiscal 2026-2027 performance period. The PSUs were granted to all executive officers based on the Committee’s review of information regarding the retentive value of existing equity awards, criticality of achievement of near-term objectives and expected levels of future contributions. The grant date value of the PSUs granted to the named executive officers was equal to three-fourths of the value of their annual long-term incentives for fiscal 2026.
The PSUs are eligible to vest based on achievement of the cumulative revenue goal, with the amount of PSUs that can be earned ranging from 50% of target for performance at the threshold level to 200% of target for performance at the maximum level. The cumulative revenue goal is not disclosed due to its competitive sensitivity; however, the Committee believes the target goal represents meaningful revenue growth. Any earned PSUs will vest and be settled in shares of the Company’s common stock as follows: 50% upon certification of the cumulative revenue goal following the performance period and the remaining 50% on December 31, 2028, in each case subject to the executive’s continued employment through such dates, subject to certain provisions for accelerated or continued vesting in the event of death, disability, termination without cause or a “double trigger” event following a change in control, with the PSUs converting to time-based restricted stock units at the greater of the target or actual level of performance upon a change in control. The form of Performance Stock Unit Agreement is filed as Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Form of Performance Stock Unit Agreement (Executives – 2026-2027 Cumulative Revenue) pursuant to 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CVRx, Inc. | ||
| Date: March 3, 2026 | By: | /s/ Jared Oasheim |
| Name: Jared Oasheim | ||
| Its: Chief Financial Officer | ||