{"url_path":"/sec/qmls/8-k/2026-07-16/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/2084026/0001437749-26-023712-index.html","accession_number":"0001437749-26-023712","cik":"0002084026","ticker":"QMLS","issuer_name":"QumulusAI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2084026/0001437749-26-023712-index.html","primary_entity_key":"0002084026","primary_entity_name":"QumulusAI, Inc."},"word_count":398,"has_tables":true,"body_markdown":"**Item 5.02**\n\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nAs previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-292514) (the “Registration Statement”), of QumulusAI, Inc. (the “Company”), and in connection with the direct listing of the Company’s common stock on the Nasdaq Global Market (the “Direct Listing”), the Company adopted the QumulusAI, Inc. 2026 Equity Incentive Plan (the “2026 Plan”). On June 16, 2026, the Company’s shareholders, upon recommendation of the Board of Directors of the Company (the “Board”), approved the 2026 Plan to be effective upon the effectiveness of the Registration Statement.\n\n \n\nThe 2026 Plan replaces the Global Digital Holdings, Inc. 2022 Option Plan, as amended. The 2026 Plan permits the Board and Compensation Committee to grant to eligible employees, non-employee directors, and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board and the Compensation Committee may select 2026 Plan participants and determine the nature and amount of awards to be granted.\n\n \n\nSubject to adjustment as provided in the 2026 Plan, the maximum number of shares of Company common stock available for issuance under the 2026 Plan is 4,770,000 shares of Company common stock (the “Initial Share Pool”). The Initial Share Pool will automatically increase on January 1st of each year from 2027 until 2036 by the lesser of (i) five percent (5%) of the number of shares of common stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of common stock determined by the Board on or prior to such date for such year. No more than 1,770,000 total shares may be granted as incentive stock options.\n\n \n\nThe foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nAdditionally, the Board approved forms of award agreements for use in restricted stock units, performance share units and options under the 2026 Plan. These forms are filed as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K and incorporated herein by reference."}