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

On September 9, 2025, the Board of Directors (the "Board") of VisionWave Holdings, Inc. (the "Company") approved Independent Director Agreements (each, an "Agreement") with Eric Shuss, Chuck Hansen, and Haggai Ravid, pursuant to which each will serve as an independent director of the Company.

Under the terms of each Agreement, the independent director will receive:

As a result of the above, the Company will issue 5,245 shares of common stock to Messrs Shuss, Hansen and Ravid for their service in 2025. The Agreements also include standard provisions regarding indemnification, confidentiality, and compliance with applicable laws and Company policies. Each Agreement has an initial term of one year, subject to renewal upon mutual agreement or election at the annual stockholder meeting.

Further, as compensation for his service as a director prior to the Business Combination with Bannix Acquisition Corp. ("Bannix"), the Company entered into Compensation Agreements (each, a "Compensation Agreement") with Mr. Shuss and two other former directors who served as an independent director on the Board of Directors of Bannix from October 2022 until July 2025. Pursuant to the Compensation Agreement, effective as of September 9, 2025, Mr. Shuss will receive a one-time lump sum compensation of $150,000, payable in cash, fully vested shares of the Company's common stock issued under the Company's Plan, or a combination thereof, at Mr. Shuss' election. If shares are elected, the number of shares will be determined by dividing the elected portion by the closing price of the Company's common stock on the NASDAQ Stock Market immediately prior to the effective date of the Compensation Agreement. Mr. Shuss has elected to receive 6,556 shares of common stock using a closing price of $11.44 as of September 8, 2025. The shares will be fully vested upon issuance but subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended. Payment or issuance will occur within 10 business days after the election (or default to cash if no election is made within 10 business days).

The foregoing description of the Agreements and the Compensation Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements attached hereto.