Management Change/Compensation (Form 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 Chief Financial Officer

On April 10, 2026, Josh Blacher advised Axe Compute Inc. (the "Company") of his intention to resign from his position as Chief Financial Officer of the Company, effective May 18, 2026. Mr. Blacher's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

Appointment of Chief Financial Officer

On April 16, 2026, the Board of Directors of the Company appointed Jeremy Yaukey-Witter to serve as co-Chief Financial Officer of the Company alongside Mr. Blacher from April 16, 2026 through May 18, 2026. The Board of Directors also appointed Mr. Yaukey-Witter to serve as the sole Chief Financial Officer of the Company after May 18, 2026.

Mr. Yaukey-Witter joined the Company in April 2023 and most recently served as Controller. Prior to joining the Company, Mr. Yaukey-Witter held various positions of increasing responsibility at KPMG LLP, where he provided audit and attestation services to publicly traded and private companies across various industries including technology and energy. Mr. Yaukey-Witter holds a Bachelor of Science in Accounting and a Bachelor of Arts in Economics from Susquehanna University and is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Yaukey-Witter and any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Yaukey-Witter and any director or executive officer of the Company, and Mr. Yaukey-Witter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Yaukey-Witter's appointment as Chief Financial Officer of the Company, the Company and Mr. Yaukey-Witter entered into an employment agreement, dated April 16, 2026 (the "Employment Agreement"), which provides for, among other things, payment to Mr. Yaukey-Witter of an annual base salary equal to $280,000, and at the discretion of the Board's Compensation Committee (the "Committee"), the right to receive grants of stock options or other equity awards. Mr. Yaukey-Witter will also be eligible to participate in the Company's (i) bonus program with an annual cash bonus target ranging from 0% to 40% of base salary or, at the discretion of the Committee, a higher percentage based on his and the Company's performance, (ii) long-term incentive plan adopted and maintained by the Compensation Committee, under which Mr. Yaukey-Witter was granted 225,000 options with a three-year vesting schedule, and (iii) standard employee benefit plans generally available to executive officers of the Company, including health and dental insurance, short-term and long-term disability insurance, life insurance, and the 401(k) plan.

As a material inducement to Mr. Yaukey-Witter's acceptance of employment with the Company, on April 16, 2026 (the "Grant Date") the Company granted Mr. Yaukey-Witter stock options (the "Options") to purchase 225,000 shares of the Company's common stock, par value $0.01 per share, at an exercise price of $3.51 per share, pursuant to a Stock Option Inducement Award Agreement (the "Option Agreement") between Mr. Yaukey-Witter and the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The Options shall vest and become exercisable as follows: (i) one-third of the shares subject to the Option on the Grant Date (rounded down to the nearest whole share) shall vest on the one-year anniversary of the Grant Date and (ii) 1/36th of the shares subject to the Option on the Grant Date (in each case rounded down to the nearest whole share except for the final tranche) shall vest following the one-year anniversary of the Grant Date on a monthly basis on each monthly anniversary of the Grant Date, if, and only if, the Holder is, and has been, continuously in Service from the Grant Date through and including the applicable vesting date. Except to the extent earlier terminated or exercised pursuant to the Agreement, the Option shall terminate at 5:00 p.m., U.S. Eastern time, on the day immediately prior to the ten-year anniversary of the Grant Date.