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.

Effective December 18, 2025, the Board of Directors of Optex Systems Holdings, Inc. (the "Company") approved a grant of 50,000 and 17,500 performance shares to Chad George, the Company's President and Chief Executive Officer, and Karen Hawkins, the Company's Chief Financial Officer, respectively, pursuant to the Company's 2023 Equity Incentive Plan. Each performance share represents a contingent right to receive one share of the Company's common stock. The performance shares vest in five equal increments if, in each case and during a performance period beginning on December 18, 2025 and ending on September 29, 2030, the average VWAP per share of common stock over a 30 consecutive trading day period equals or exceeds $17.54, $21.05, $25.26, $30.31, or $36.37.