UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2 below):
| 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 |
Name of each exchange | ||
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 5.02 | Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 4, 2026, Hadron Energy, Inc., a Delaware corporation (the “Company”) appointed Eric Williams, age 51, as the Executive Vice President of Engineering, effective upon the commencement of his employment with the Company on August 31, 2026.
Mr. Williams will join the Company from TerraPower, a nuclear reactor design and development engineering company, where he most recently served as Executive Vice President and Chief Operating Officer. Prior to serving as Executive Vice President and Chief Operating Officer, Mr. Williams served as Senior Vice President & Design Authority from 2022 to 2025 and as Vice President of Engineering from 2020 to 2022, both roles at TerraPower. Mr. Williams brings three decades of advanced reactor engineering leadership, operational excellence, and first-of-a-kind reactor commercialization experience.
In connection with his appointment, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of the Company, approved a base salary and target bonus (together, the “Compensation”) for Mr. Williams. Mr. Williams shall have the opportunity to earn an annual bonus (“Annual Bonus”) under an executive incentive plan that is still to be established by the Board and which will be applicable to executives of the Company generally, with the actual amount of the Annual Bonus being determined by the Board or its designated committee, the Compensation Committee, based on the achievement of performance goals and target objectives to be established by the Board or the Compensation Committee, in its discretion, and for which the target of the Annual Bonus is set forth as a percentage of the annual base salary during the specific calendar year. Any Annual Bonus payable to Mr. Williams will be payable not later than two and one-half months following the close of the calendar year to which it pertains. The approved Compensation is as follows:
| Name: | Base Salary: |
Target Bonus (percent of Base Salary): | ||
| Eric Williams, Executive Vice President of Engineering |
$400,000 | 40% |
The Compensation reflected above does not include any equity-based compensation awards that may be granted to such executive officer in the future under the Company’s 2026 equity incentive plan.
There is no arrangement or understanding between Mr. Williams and any other person pursuant to which he was selected to this position. There are no transactions involving the Company and Mr. Williams that are required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Williams has no family relationships with any of the Board or executive officers of the Company.
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.
| Hadron Energy, Inc. | ||||||
| Dated: August 10, 2026 | ||||||
| By: | /s/ Samuel Gibson | |||||
| Chief Executive Officer | ||||||