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. |
Form of RSU Documents
As previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, at an extraordinary general meeting, the shareholders of GigCapital7 Corp. (now known as Hadron Energy, Inc.) approved the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”) and reserved 10,021,784 shares of common stock for issuance thereunder.
In connection with the approval of the Plan, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Hadron Energy, Inc. (the “Company”) has adopted a Form of Restricted Stock Units Agreement (the “Form RSU Agreement”), a Form of Notice of Grant of Restricted Stock Units (U.S. Participants) (the “Form of Participant Notice”) and a Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors) (the “Form of Director Notice” and together with the Form of Participant Notice and the Form RSU Agreement, the “Form RSU Documents”) that the Company will use for grants under its Plan. The Form RSU Agreement provides that restricted stock units will vest over a fixed period and be paid as shares of common stock, and unvested restricted stock units will expire upon certain terminations of the grantees’ employment or relationship with the Company.
The summary of the Form RSU Documents is qualified in its entirety by reference to the Form RSU Documents, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.
EVP of Engineering Restricted Stock Unit Grant
On September 2, 2026 (the “Approval Date”), the Board, upon the recommendation of the Compensation Committee, approved a grant of 750,000 Restricted Stock Units (“RSUs”) to its Executive Vice President of Engineering, Eric Williams, under the Plan (the “Williams Grant”). The Williams Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Williams Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Williams Grant will be fully vested on November 15, 2030, subject to Mr. Williams’s continued services with the Company through the applicable vesting dates.
Chief Financial Officer Restricted Stock Unit Grant
Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Financial Officer, Rahul Shukla, under the Plan of 500,000 RSUs (the “Shukla Grant”). The Shukla Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Shukla Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Shukla Grant will be fully vested on November 15, 2030, subject to Mr. Shukla’s continued services with the Company through the applicable vesting dates.
Chief Operating Officer Restricted Stock Unit Grant
Also on the Approval Date, the Board, upon the recommendation of the Compensation Committee, approved a grant to the Company’s Chief Operating Officer, Kenneth Canavan, under the Plan of 500,000 RSUs (the “Canavan Grant”). The Canavan Grant is subject to the terms of the Plan and has been made using the Company’s Form RSU Agreement and Form of Participant Notice. Twenty-five percent of the Canavan Grant will vest on November 15, 2027, and the remaining seventy-five percent will vest in twelve equal quarterly installments on February 15, May 15, August 15, and November 15, such that the Canavan Grant will be fully vested on November 15, 2030, subject to Mr. Canavan’s continued services with the Company through the applicable vesting dates.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Item | |
| 10.1# | Form of Restricted Stock Units Agreement | |
| 10.2# | Form of Notice of Grant of Restricted Stock Units (U.S. Participants) | |
| 10.3# | Form of Notice of Grant of Restricted Stock Units (U.S. Participants – Non-Employee Directors) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| # | Indicates a management contract or compensatory plan, contract or arrangement. |
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: September 8, 2026 | ||||||
| By: | /s/ Samuel Gibson | |||||
| Chief Executive Officer | ||||||