MDWK Mdwerks, Inc. - 8-K

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

Resignation
of Edward D. Kratovil from the Board of Directors

On
February 14, 2026, Edward D. Kratovil, a member of the Board of Directors of MDWerks, Inc., a Delaware corporation (the “Company”),
notified the Company of his intention to retire from the Board of Directors effective immediately due to health-related reasons. Mr.
Kratovil did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment
of Roy Milner as an Independent Director of the Board of Directors

Pursuant
to the anticipated vacancy created by Mr. Kratovil’s forthcoming resignation, on February 11, 2026, the Board of Directors appointed
Roy Milner (“Mr. Milner”) to serve as an independent director of the Company, as defined under the applicable SEC rules and
Nasdaq listing standards.

Independent
Director Agreement of Roy Milner

On
February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, with the following summarized terms:

Mr.
Milner shall serve as an independent director of the Company and be available to perform the duties consistent with such position pursuant
to the Certificate of Incorporation and Bylaws of the Company. Mr. Milner’s employment commenced on February 10, 2026, and continues
for a term of three (3) years.

Compensation
that Mr. Milner will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar
quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue
to Mr. Milner 100,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to
the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, and grant each
calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule.

The
Company shall reimburse Mr. Milner for all reasonable out-of-pocket expenses incurred in the ordinary course of the Director’s
business, with out-of-pocket expenses of the Director in excess of $500.00 subject to preapproval in advance by the Company.

Mr.
Milner is bound by certain confidentiality covenants with the Company. And has made certain representations and warranties customary
to directors. According to the terms of the Independent Director Agreement, Mr. Blackstone shall relinquish all ownership to the Company,
of work product related to his position with the Company, including any intellectual and proprietary rights of work product resulting
from his position as director.

Any
controversies between Mr. Milner and the Company shall first be arbitrated in Henderson County, North Carolina, and if required, then
be litigated in Henderson County, North Carolina, applying the laws of the State of Delaware.

The
foregoing description of Mr. Milner’s Independent Director Agreement is a summary only and is qualified in its entirety by reference
to the full text of such document, filed herewith as Exhibit 10.1, and is incorporated herein by reference.

There
is no arrangement or understanding between Mr. Milner and any other person pursuant to which Mr. Milner was appointed as a director.
There are no transactions in which Mr. Milner has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item
7.01. Regulation FD Disclosure.

On
February 17, 2026, the Company issued a press release announcing the appointment of Roy Milner to the Board of Directors of MDWerks,
Inc.

The
information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

10.1

Independent Director Agreement between Roy Milner and the registrant dated February 10, 2026.

99.1

Press release issued by the registrant on February 17, 2026.

104

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