NYSE: BURU Nuburu, Inc. 8-K

Nuburu awards $1M+ in bonuses to Co-CEOs after 'transformational acquisition' and turnaround

Filed March 20, 2026 · Period ending March 16, 2026 · ~1 min read

Key Changes

high

Co-CEOs received combined $1.06M in 2025 bonuses and special awards, with Barisoni getting $530K total (including $330K for leading acquisition and operational restoration) and Zamboni receiving $530K (including $60K for securing capital). Both salaries increased to $600K for 2026.

Item 5.02 verify on EDGAR →
high

Board disclosed company executed a 'transformational acquisition' in 2025, restored core operations, materially de-risked the business, and worked to regain listing compliance—indicating significant operational and regulatory challenges during the year.

Item 5.02 verify on EDGAR →
high

Independent directors each received $45K special bonuses for 2025 and will get additional $25K retainers for 2026 due to 'continued turnaround demands.' The extra retainer terminates when full executive management is restored or by year-end 2026.

Item 5.02 verify on EDGAR →
medium

Company remains in active turnaround mode with elevated board governance workload expected through 2026, suggesting management structure and operational stability not yet fully normalized.

Item 5.02 verify on EDGAR →
low

Adopted routine 2026 Annual Incentive Plan to govern employee performance-based compensation for the year.

Item 5.02 verify on EDGAR →

Summary

Nuburu disclosed substantial compensation awards tied to what the Board characterized as an extraordinary 2025 turnaround effort. The Co-CEOs collectively received over $1 million in bonuses and special awards, with CEO Barisoni's $330,000 special award specifically linked to originating and executing a 'transformational acquisition' and restoring core operations.

The filing reveals the company faced serious challenges including operational disruption, material business risk, and listing compliance issues during 2025. The compensation structure signals the company remains in recovery mode.

Independent directors received unusual bonuses and will collect additional retainers through 2026 specifically because of 'continued turnaround demands'—compensation that automatically terminates once 'full executive management' is restored. This language indicates the current Co-CEO structure and elevated board involvement are temporary crisis measures, not permanent governance. Retail investors should watch for disclosure of the 'transformational acquisition' details and monitor whether Nuburu regains listing compliance in coming quarters. The temporary nature of the additional director retainers (ending when management is 'restored' or by December 31, 2026) provides a concrete timeline for when the company expects to exit turnaround mode.

Section-by-Section Diff

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

~800 words

Board approved 2025 bonuses and 2026 compensation for Co-CEOs and independent directors, including special awards for acquisition and liquidity work.

4 Added

Added Co-CEO 2025 bonuses and special awards high

Added in current filing · verify on EDGAR →

The Board awarded Mr. Barisoni a 2025 Annual Co-CEO Bonus of $110,000, which amounted to 100% of his pro-rata 2025 salary of $110,000. The Board awarded Mr. Zamboni a 2025 Annual Co-CEO Bonus of $380,000, which amounted to 100% of his 2025 salary of $380,000 ... the Board award to each Co-CEO a one-time transition bonus award of $90,000 ... The Board awarded Mr. Barisoni a one-time special award of $330,000 ... The Board awarded Mr. Zamboni a one-time special award of $60,000.

The Board awarded 2025 annual bonuses equal to 100% of each Co-CEO's salary ($110,000 for Barisoni, $380,000 for Zamboni). Each Co-CEO also received a $90,000 transition bonus for implementing the Co-CEO model. Additionally, Barisoni received a $330,000 special award for leading a transformational acquisition and operational restoration, while Zamboni received a $60,000 special award for securing capital and liquidity stabilization.

Added Co-CEO 2026 base salary increase medium

Added in current filing · verify on EDGAR →

the Board approved, setting the 2026 annual base salary, effective January 1, 2026, for each co-CEO at $600,000.

Both Co-CEOs will receive a 2026 base salary of $600,000, representing a significant increase from Barisoni's prior $110,000 pro-rata salary and a moderate increase from Zamboni's prior $380,000 salary. This reflects the full-year Co-CEO structure and expanded responsibilities.

Added Non-employee director 2025 special awards medium

Added in current filing · verify on EDGAR →

In recognition of extraordinary services rendered during 2025, the Board awarded a $45,000 one-time special bonus to each of the Non-Employee Directors for 2025.

Each independent director received a $45,000 one-time bonus for extraordinary services during 2025, suggesting an unusually demanding year requiring elevated board involvement beyond normal governance duties.

Added Non-employee director 2026 additional retainer high

Added in current filing · verify on EDGAR →

In recognition of expected continued turnaround demands and elevated governance workload for Non-Employee Directors on the Board during 2026, the Board awarded a $25,000 one-time additional annual retainer (the “2026 Additional

Retainer”) to each of the Non-Employee Directors for 2026. The 2026 Additional Retainer will be paid quarterly in equal installments during 2026 and will automatically terminate upon the earlier of (i) the Board’s determination that restoration of full executive management of the Company has occurred or (ii) December 31, 2026.

Each independent director will receive an additional $25,000 retainer for 2026, paid quarterly, due to expected continued turnaround demands and elevated governance workload. This temporary retainer terminates when full executive management is restored or by year-end 2026, indicating the company remains in turnaround mode.

Event · Item 9.01 — Financial Statements and Exhibits

~700 words

Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

1 Added

Show 1 minor / wording change

Added 2026 Annual Incentive Plan adoption low

Added in current filing · verify on EDGAR →

Nuburu, Inc. 2026 Annual Incentive Plan

The company has adopted a new annual incentive plan for 2026, which typically governs cash bonuses and performance-based compensation for executives and employees. The full plan document is attached as Exhibit 10.1. This is a routine corporate governance action that establishes the framework for employee incentive compensation during the year.