NEOV Neovolta Inc. - 8-K

Item 5.02

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

On February 23, 2026, NeoVolta, Inc. (the “Company”)
entered into RSU Cancellation Agreements (the “Agreement”) with Ardes Johnson, Chief Executive Officer, and Steve Bond, Chief
Financial Officer, of the Company, pursuant to which the Company and each of Messrs. Johnson and Bond agreed to cancel certain Restricted
Stock Unit Awards (the “RSUs”) previously granted to Messrs. Johnson and Bond under the Company’s 2019 Stock Plan, as
amended (the “Plan”) pursuant to which Messrs. Johnson and Bond were entitled to 1,280,000 and 240,000 shares of Company common
stock, respectively.

Under the terms of the Agreement, in consideration
for the cancellation of the RSUs, the Company agreed to issue new stock option awards in such amount as approved by the Compensation Committee
of the Company’s Board of Directors, in accordance with the terms of the Plan. On February 23, 2026, the Company agreed to issue
Messrs. Johnson and Bond option awards to purchase 1,880,166 shares and 352,531 shares of Company common stock, respectively, at an exercise
price of $3.54 per share (which was the closing price of the Company’s common stock on the date of grant). The number of options
issued to Messrs. Johnson and Bond were calculated using a methodology intended to replicate the equivalent value of the cancelled RSUs.
The options issued to Mr. Johnson vest as follows: 25% on issuance and 25% on each of April 19, 2026; April 19, 2027; and April 19, 2028,
subject to Mr. Johnson’s continued service to the Company on each vesting date, and expire on February 23, 2031. The options issued
to Mr. Bond vest as follows: 25% on issuance and 25% on each of February 4, 2027; February 4, 2028; and February 4, 2029, subject to Mr.
Bond’s continued service to the Company on each vesting date, and expire on February 23, 2031. The foregoing option awards were
granted in accordance with the terms of the Plan.

The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

10.1

Form of RSU Cancellation Agreement, by and among NeoVolta, Inc. and each of Ardes Johnson and Steve Bond, dated February 23, 2026.

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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