06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
New Form of Award Agreements
On June 12, 2026 (the "Effective Date"), the Compensation Committee of the Board of Directors (the "Board") of Latch, Inc. (the "Company") adopted an updated form of restricted stock unit grant notice and agreement (the "RSU Agreement"), an updated form of stock option grant notice and agreement (the "Stock Option Agreement"), and a new form of common stock grant notice and agreement (the "Common Stock Agreement") (collectively, the "Award Agreements") under the Company's 2021 Incentive Award Plan (the "2021 Plan"). These forms may be used for equity awards granted to the Company's executive officers, including its named executive officers, and constitute material compensatory plans or arrangements within the meaning of Item 5.02(e) of Form 8-K.
The RSU Agreement and the Stock Option Agreement provide for the grant of restricted stock units ("RSUs") and stock options, respectively, of the Company that may be subject to vesting over time. The vesting of the RSUs and stock options is subject to the grantee's continued employment or service through the vesting date of such equity awards.
The RSU Agreement and Stock Option Agreement permit the Compensation Committee or the Board to designate a vesting commencement date that precedes the grant date for purposes of calculating vesting, while maintaining the actual grant date for all other purposes, including determining fair market value.
The Award Agreements set forth the terms and conditions applicable to equity awards granted under the 2021 Plan, including vesting conditions, exercisability, settlement, forfeiture, transfer restrictions, and related rights and obligations of the award recipients. In addition, the RSU Agreement and the Stock Option Agreement include the following modifications to the prior forms adopted by the Board:
| · | The timing and mechanics of settlement of the awards are revised and intended to comply with the short-term deferral exemption under Section 409A of the Internal Revenue Code permitting the Company to delay settlement or delivery of shares where necessary to comply with applicable law, securities law requirements or stock exchange listing standards; |
| · | Expanded permitted methods to satisfy applicable tax withholding obligations, including net share withholding and other Company-approved methods permitted under the 2021 Plan; and |
| · | Additional administrative procedures relating to the settlement of awards following a participant's termination of service. |
The RSU Agreement and the Stock Option Agreement also include various administrative, clarifying, and conforming revisions. Copies of the RSU Agreement, the Stock Option Agreement, and the Common Stock Agreement are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the Award Agreements does not purport to be complete and is qualified in its entirety by reference to such exhibits. Except as expressly described above, the 2021 Plan remains unchanged and in full force and effect. The Award Agreements are subject to the terms and conditions of the 2021 Plan, which was previously filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 31, 2025, and is incorporated herein by reference.