SCHEDULE: Edgemode CEO Boosts Stake, Ties Vesting to Key Deals
Beneficial Ownership Update
Edgemode, Inc.'s CEO, Charles Faulkner, increased his beneficial ownership to 35.0% through new stock options tied to significant power and AI data center deals.
Summary
- Charles Faulkner, CEO and Director of Edgemode, Inc., reported an increase in his beneficial ownership of common stock.
- His total beneficial ownership now stands at 1,104,518,284 shares, representing approximately 35.0% of the outstanding common stock.
- This includes 442,792,088 shares from previously vested stock options.
- On February 10, 2026, he acquired new non-qualified options to purchase up to 350,000,000 additional shares.
- These new options have specific vesting conditions: 50% vest upon closing a 100 MW solid oxide fuel cell supplier agreement, and the remaining 50% vest upon closing a 100 MW AI data center site sale agreement.
- Faulkner's ownership purpose is to exercise control over the Issuer.
- The reported ownership does not include one share of Series D Preferred Stock, which grants voting power equal to 25.5% of the common stock.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively as it demonstrates strong alignment between the CEO's incentives and the company's strategic growth objectives in key high-growth sectors like AI data centers and sustainable energy.
Positives
- Increased beneficial ownership by the CEO aligns management interests with shareholder value.
- The vesting conditions for the new options are tied to significant strategic transactions (100 MW solid oxide fuel cell agreement and 100 MW AI data center site sale), indicating potential future growth catalysts.
- The CEO's stated purpose of exercising control suggests strong leadership commitment.
Risks
- The vesting of 350,000,000 options is contingent on the successful closing of two significant agreements (100 MW solid oxide fuel cell supplier and 100 MW AI data center site sale), which may not materialize.
- The substantial voting power associated with the Series D Preferred Stock (25.5% of common stock voting power) held by the Reporting Person, in addition to his common stock holdings, concentrates control.
Future Outlook
The future outlook is tied to the successful execution of two major strategic initiatives: securing a 100 MW solid oxide fuel cell supplier agreement and closing a 100 MW AI data center site sale agreement, as these are the conditions for the new options to vest.
Management Comments
- "The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control."
Industry Context
StockSavvy.ai notes that the focus on solid oxide fuel cells and AI data centers positions Edgemode, Inc. in high-growth, energy-intensive sectors. The strategic importance of securing 100 MW capacity deals in both areas suggests a significant push into sustainable energy solutions and the burgeoning AI infrastructure market, reflecting broader industry trends towards decarbonization and digital transformation.
Comparison to Industry Standards
- The 100 MW capacity targets for both the solid oxide fuel cell and AI data center projects are substantial, indicating an ambition to operate at a significant scale within their respective niches. For context, large-scale data centers often require hundreds of megawatts, and 100 MW for a single site sale is a considerable transaction.
- In the fuel cell industry, a 100 MW supply agreement would place Edgemode among the larger deployments, comparable to projects by companies like Bloom Energy or FuelCell Energy, which often secure multi-megawatt contracts for industrial or utility-scale applications.
- For AI data centers, 100 MW represents a hyperscale facility, aligning with the infrastructure demands of tech giants such as Google, Amazon, or Microsoft, which are rapidly expanding their AI computing capabilities.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Executive Compensation Structure | Grant of non-qualified stock options to the CEO, Charles Faulkner, with vesting tied to specific strategic performance milestones (100 MW solid oxide fuel cell agreement and 100 MW AI data center site sale). | 2026-02-10 | Aligns CEO's long-term incentives with the achievement of significant strategic growth objectives and enhances management's commitment to these projects. |
Related Party Transactions
- The Stock Option Grant dated February 10, 2026, between the Issuer (Edgemode, Inc.) and its CEO and Director, Charles Faulkner, is a related party transaction.
Stakeholder Impact
- Shareholders: Potential for increased shareholder value if the strategic deals tied to option vesting are successfully executed. Increased insider ownership may signal confidence.
- Management/Employees: CEO's compensation is now directly tied to major strategic achievements, potentially motivating focused effort on these projects.
Next Steps
- Closing of a purchase agreement with a solid oxide fuel cell supplier for a minimum power capacity of 100 MW.
- Closing of an AI data center site sale agreement for a minimum capacity of 100 MW.
Key Dates
| Date | Description |
|---|---|
| 2026-01-07 | Date as of which 3,160,158,602 common shares were outstanding. |
| 2026-02-10 | Date of event requiring filing; Reporting Person acquired non-qualified options to purchase up to 350,000,000 shares. |
| 2026-02-10 | Date of Stock Option Grant agreement with the Issuer. |
| 2026-02-12 | Date of filing of this statement. |
Recommendation
holdWhile the increased insider ownership and strategic vesting conditions are positive signals for long-term growth, the immediate impact on the stock price is likely to be moderate as this is an update on an executive compensation structure rather than a new operational achievement. The successful execution of the 100 MW deals remains a future contingency. Investors should hold and monitor progress on these strategic initiatives.
Keywords
Edgemode Inc., Charles Faulkner, Schedule 13D, Beneficial Ownership, Stock Options, CEO, Corporate Governance, AI Data Center, Solid Oxide Fuel Cell, Strategic Deals, Voting Power
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