Form 4: Datavault AI Officer Granted 764,812 Shares

Datavault AI's Chief Accounting Officer, Stanley Mbugua, received 764,812 shares of common stock as long-term incentive compensation.

Summary

• Stanley Mbugua, Chief Accounting Officer and VP of Finance of Datavault AI Inc. (DVLT), acquired 764,812 shares of common stock.
• The transaction occurred on November 25, 2025.
• These shares were received as compensation for his service as an officer pursuant to the issuer's 2018 Long-Term Stock Incentive Plan.
• The shares were acquired at a price of $0, indicating they are a grant.
• Following this transaction, Mr. Mbugua beneficially owns 1,081,011 shares of common stock.
• The granted shares are scheduled to vest in equal installments quarterly, beginning March 20, 2026, and concluding December 20, 2028, contingent on his continued service.

Sentiment

Score: 6

Explanation: Slightly positive due to executive retention and alignment of interests, but a routine transaction with minor dilution.

Positives

• The grant of 764,812 shares aligns the interests of a key executive, Stanley Mbugua, with those of shareholders.
• The long-term vesting schedule, extending until December 20, 2028, incentivizes Mr. Mbugua's continued service and commitment to the company's long-term performance.
• The compensation is issued under an existing 2018 Long-Term Stock Incentive Plan, indicating a structured approach to executive remuneration.

Negatives

• The issuance of 764,812 new shares, while a form of compensation, represents a minor dilutive effect on existing shareholders.

Risks

• The vesting of the LTIP Shares is contingent upon the reporting person remaining in the service of the issuer on each vesting date, posing a risk of forfeiture if employment ceases.

Future Outlook

The long-term stock incentive plan, with vesting extending until December 20, 2028, indicates a strategic effort to retain key management and align their interests with the company's long-term performance and growth.

Management Comments

• "764,812 shares (the 'LTIP Shares') of common stock... were received as compensation for the reporting person's service as an officer pursuant to the issuer's 2018 Long-Term Stock Incentive Plan."

Industry Context

Stock-based compensation, particularly through long-term incentive plans with vesting schedules, is a standard practice across industries to attract, retain, and motivate executive talent. It aligns management's financial interests with shareholder value creation over time.

Comparison to Industry Standards

• The use of a Long-Term Stock Incentive Plan (LTIP) for executive compensation is a common and widely accepted practice, comparable to compensation structures seen in technology and AI companies of similar size.
• The vesting schedule, spread over several years and contingent on continued service, is typical for performance-based or retention-focused equity grants, similar to those offered by companies like Palantir Technologies or C3.ai for their key executives.
• The grant of shares at a $0 price is standard for equity awards, distinguishing them from stock options which typically have an exercise price.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for long-term value creation through executive retention and alignment; minor dilution from new share issuance.
• Employees: Signals commitment to executive talent, potentially boosting morale and demonstrating a structured compensation approach.

Next Steps

• Continued service of Stanley Mbugua with Datavault AI Inc.
• Quarterly vesting of the 764,812 LTIP Shares, beginning March 20, 2026, and concluding December 20, 2028.

Key Dates

Keywords

Datavault AI, DVLT, Stanley Mbugua, Form 4, insider transaction, stock grant, executive compensation, long-term incentive plan, common stock, vesting