Business Context and Reporting Period
This Form 8-K Current Report was filed by AEye, Inc. on February 9, 2026, with the latest event reported on February 11, 2026. The filing addresses corporate governance and executive compensation matters under Item 5.02, specifically the adoption of new grant agreements and the issuance of performance-based equity awards to senior executives.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on equity compensation structures and grant details.
Material Changes and Executive Compensation
The primary material event reported is the awarding of Performance Stock Units (PSUs) to three executive officers under the Company's 2021 Equity Incentive Plan:
- Matthew Fisch (CEO): Awarded 834,724 PSUs on February 11, 2026.
- Conor B. Tierney (CFO): Awarded 208,713 PSUs on February 9, 2026.
- Andrew S. Hughes (General Counsel): Awarded 121,229 PSUs on February 9, 2026.
The Company also adopted new standard forms for cash-settlement options for both Performance Stock Units and Restricted Stock Units.
Outlook, Risks, and Vesting Conditions
The PSUs are subject to specific performance conditions based on the Company's stock price (trading symbol: LIDR). Vesting occurs in three equal increments (one-third each) upon achieving the following milestones over any five consecutive trading days:
- Average closing price meets or exceeds $3.00 per share.
- Average closing price meets or exceeds $4.00 per share.
- Average closing price meets or exceeds $5.00 per share.
Settlement and Forfeiture Risks:
- If insufficient shares are available in the Plan, awards will be settled in cash based on the five-day trailing average closing price.
- Any PSUs not vested by December 31, 2030, will be forfeited in their entirety.
Investor Verification Checklist
- Verify the current trading price of LIDR against the $3.00, $4.00, and $5.00 vesting thresholds.
- Review the attached Exhibits 10.1 through 10.4 for the full legal terms of the grant agreements.
- Monitor the Company's share reserve status to assess the likelihood of cash settlement versus share issuance.
- Confirm the total number of outstanding PSUs and their potential dilution impact on existing shareholders.