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

(b)     Director Resignation

On November 7, 2025, Richard A. Muller resigned from the Board of Directors of Deep Fission to focus on his continuing responsibilities as the Company's Chief Technology Officer. His resignation did not result from any disagreement with Deep Fission on any matter relating to its operations, policies, or practices.

(c)     Appointment of Certain Officers; Employment Agreements

On November 7, 2025, Deep Fission's Board of Directors formally appointed Michael Brasel as Chief Operating Officer and Jon Gordon as General Counsel and Secretary of the Company. Each began serving in these roles effective October 6, 2025 and October 7, 2025, respectively, and their appointments were ratified by the Board on November 7, 2025. Both individuals have been designated as "executive officers" within the meaning of Rule 3b-7 of the Exchange Act and as "Section 16 officers" for purposes of Section 16 of that Act.

In connection with their appointments, the Company entered into employment agreements with each executive effective November 7, 2025. Mr. Brasel will receive an annual base salary of $300,000, a target bonus equal to 30% of base salary, and an option to purchase 70,000 shares of common stock at an exercise price of $2.73 per share (the fair market value on the grant date), vesting over four years with a one-year cliff. Mr. Gordon will receive an annual base salary of $315,000, a target bonus equal to 30% of base salary, and an option to purchase 85,000 shares at an exercise price of $2.73 per share, vesting over four years with a one-year cliff.

Copies of the employment agreements will be filed as exhibits to Deep Fission's next periodic report. There are no family relationships between either executive and any director or executive officer of Deep Fission and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

Biographical Information

Michael Brasel - Chief Operating Officer

Mr. Brasel serves as Chief Operating Officer of Deep Fission, having previously served as the Company's Vice President of Nuclear Programs. Before joining Deep Fission, he held senior positions at NuScale Power and Blue Wave AI Labs and previously managed the La Crosse Boiling Water Reactor for Dairyland Power Cooperative. Earlier in his career, Mr. Brasel served as a Nuclear Operator-Electrician in the U.S. Navy aboard the USS Arkansas and USS California, and completed the Naval Nuclear Power School and associated Prototype Training. He serves on the boards of Great River Energy (as Chair), Lake Region Electric Cooperative, and Perham Health. Mr. Brasel holds degrees in mechanical engineering and business administration from Old Dominion University and the University of Wisconsin-La Crosse.

Jon Gordon - General Counsel & Secretary

Mr. Gordon oversees all legal, compliance, and corporate governance matters at Deep Fission. Prior to joining Deep Fission, he was General Counsel and Chief Commercial Officer of a hydrogen-electrolyzer company and co-founded Universal Hydrogen, a developer of hydrogen-powered aircraft and fueling systems. Prior to that, he was Deputy General Counsel for Technology and Digital at United Technologies (now Raytheon Technologies). Earlier in his career, he practiced M&A and securities law at Cravath, Swaine & Moore and Wachtell, Lipton, Rosen & Katz. Mr. Gordon earned both his B.A. and J.D. from the University of Chicago.

(d)     Election of Directors

Effective November 7, 2025, Deep Fission's Board of Directors appointed Leslie Goldman Tepper and Jonathon Angell as directors and fixed the size of the Board at three members. Ms. Goldman Tepper was designated a Class I Director (term expiring at the 2026 annual meeting) and Mr. Angell a Class II Director (term expiring at the 2027 annual meeting). Elizabeth A. Muller continues to serve as Chair of the Board and is a Class III Director (term expiring at the 2028 annual meeting).