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NASDAQ: BRUN Boost Run Inc. 8-K

Boost Run grants $76M in RSUs to CFO, COO, CTO and $1M cash award to COO

Filed October 5, 2026 · Period ending September 29, 2026 · ~1 min read

4 key changes 2 high relevance 1 section

Key Changes

  • high

    CFO Guckel, COO Georgakopoulos, and CTO Gormley-Rahn received 2,890,000, 300,000, and 1,400,000 RSUs, respectively, with grant-date fair values of approximately $48.1M, $5.0M, and $23.3M.

  • high

    COO Georgakopoulos also received a one-time $1,000,000 cash recognition award, payable in installments of $500,000, $300,000, and $200,000 on October 15, 2026, January 15, 2027, and April 15, 2027.

  • medium

    The cash award is subject to clawback: if Georgakopoulos resigns or is terminated for Cause within 24 months of the first payment, unpaid installments are forfeited and he must repay amounts already received.

  • medium

    CFO RSUs vest 40% on May 15, 2027 and the remainder in eight quarterly installments through June 15, 2029; COO RSUs vest annually on September 29, 2027, 2028, and 2029; CTO RSUs vest in nine quarterly installments beginning May 15, 2027.

Summary

Boost Run Inc. disclosed executive compensation actions in an 8-K filed October 5, 2026. The Compensation Committee granted time-based restricted stock units to three executives under the 2026 Omnibus Incentive Plan: CFO Guckel received 2,890,000 RSUs (fair value ~$48.1M), COO Georgakopoulos received 300,000 RSUs (~$5.0M), and CTO Gormley-Rahn received 1,400,000 RSUs (~$23.3M).

The COO also received a $1,000,000 cash recognition award payable in three installments through April 2027, subject to continued employment and satisfactory performance.

The cash award includes a clawback provision: if Georgakopoulos voluntarily resigns or is terminated for Cause within 24 months of the first payment date, all unpaid installments are forfeited and he must repay the gross amount of any payments previously received. Unpaid installments accelerate upon death, disability, or a qualifying termination without Cause following a Change in Control. For retail holders, the RSU grants represent significant equity-based compensation tied to multi-year vesting schedules, aligning executive interests with long-term performance. The clawback on the cash award provides some protection against early departure. No red flags were identified in the filing.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,200 words

Boost Run grants RSUs to three executives and a $1M cash award to its COO.

2 Added
Added Executive RSU grants medium

Added in current filing · verify on EDGAR →

Mr. Guckel, Mr. Georgakopoulos, and Mr. Gormley-Rahn were granted 2,890,000, 300,000, and 1,400,000 RSUs, respectively (the “Executive RSUs”).

The Compensation Committee approved time-based restricted stock unit grants to the CFO, COO, and CTO under the 2026 Omnibus Incentive Plan. The grant-date fair values were approximately $48,118,500, $4,995,000, and $23,310,000, respectively, based on a $16.65 closing price.

Added Cash award clawback and acceleration terms medium

Added in current filing · verify on EDGAR →

If Mr. Georgakopoulos voluntarily resigns or is terminated for Cause prior to the twenty-four-month anniversary of the first payment date, all unpaid installments will be forfeited and he will be required to repay the gross amount of any payments previously received.

The cash award includes a clawback provision requiring repayment of amounts already received if the COO resigns or is terminated for Cause within 24 months of the first payment date. Unpaid installments accelerate upon death, disability, or a qualifying termination without Cause following a Change in Control.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 6, 2026 · How we verify