ETST Earth Science Tech, Inc. - 8-K

Item
5.02 Compensatory Arrangements of Certain Officers.

On
February 15, 2026, Earth Science Tech, Inc. (the “Company”) entered into a series of agreements with its executive officers
and directors to support corporate governance initiatives and modify compensation structures in anticipation of the Company’s 2026
Annual Meeting of Shareholders.

Rescission
of Prior Employment Agreements and Interim Compensation

Effective
February 15, 2026, the Company and its executive officers, Giorgio R. Saumat Chief Executive Officer (CEO) and Mario G. Tabraue, Chief
Operating Officer (COO), mutually agreed to rescind their prior Amended Employment Agreements dated December 30, 2024 (as disclosed in
the Form 8-K filed on that date). Both executives have waived all revenue-based bonuses and variable compensation during this interim
period. Their employment remains at-will and at the pleasure of the Board of Directors, and the interim terms will continue until after
the Company’s July 2026 Annual Meeting of Shareholders.

Omnibus
Amendment to Director Agreements

On
February 15, 2026, the Company and all members of its Board of Directors entered into an Omnibus Amendment to Director Agreements (as
disclosed in the Form 10-K filed on June 27, 2025, under Item 11. Executive Compensation - Director Compensation). The amendment uniformly
modifies the compensation for Board meeting attendance for all directors, including independent directors Jeff P.H. Cazeau and Emiliano
Curia, MD. Effective immediately, compensation for attendance at Board meetings has been reduced to two thousand dollars per meeting.
All other terms of the prior director agreements, including confidentiality and indemnification, remain in full force and effect.

Item
7.01 (Regulation FD Disclosure)

Third
Fiscal Quarter 2026 Results Press Release

On
February 17, 2026, the Company issued a press release (the “Release”), reporting its third fiscal quarter 2026 results.

A
copy of the Release issued by the Company on February 17, 2026, reporting its third fiscal quarter 2026 results is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

Initiatives
to Advance Public Company Strategy Press Release

On
February 17, 2026, the Company issued a press release (the “Release”), announcing its initiatives to advance public company
strategy.

A
copy of the Release issued by the Company on February 17, 2026, announcing its initiatives to advance public company strategy is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits – The following exhibits are filed as part of this report:

Exhibit
No.

Description

99.1

Press release issued by the registrant on February 17, 2026

99.2

Press release issued by the registrant on February 17, 2026

104

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