Item 5. Other Information
Item 5. Other Information
Executive Severance Plan
On August 27, 2026, the Board of Directors of the Company (the “Board”), upon the recommendation of the Compensation Committee of the Board, approved and adopted the Ionic Digital Inc. Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance and related benefits to a select group of the Company’s executives and key employees, including our executive officers. Our executive officers are considered Tier 1 participants under the Executive Severance Plan.
Upon a termination without cause or a resignation for good reason other than during the 24 month period following a change of control, Tier 1 participants are entitled to base salary continuation for 12 months, COBRA premium reimbursement for up to 12 months, any earned but unpaid prior-year bonus, and a pro-rated annual bonus for the year of termination based on actual performance that is payable when bonuses are paid to executives generally; however, if such termination occurs within 24 months following a change of control, Tier 1 participants instead receive continuation payments for 12 months equal to 12 months of base salary plus their target bonus, COBRA premium reimbursement for up to 12 months, any earned but unpaid prior-year bonus, a pro-rated annual bonus for the year of termination based on their target bonus, and full accelerated vesting of any equity awards granted after the Executive Severance Plan's effective date.
Continued payment of severance benefits under the Executive Severance Plan are conditioned upon the participant's execution of a general release of claims and continued compliance with applicable restrictive covenants.
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PRSU Amendment
On August 27, 2026, the Board, upon the recommendation of the Compensation Committee, approved and adopted an omnibus amendment to all outstanding performance restricted stock unit (“PRSU”) awards under the Ionic Digital Inc. Omnibus Incentive Plan. The omnibus amendment amends outstanding PRSUs providing that, following achievement of the applicable performance metrics, the PRSUs will vest upon the PRSU recipient’s termination of employment or service by the Company without Cause, or by the PRSU recipient for Good Reason, even if such termination occurs prior to the end of the six month period that the PRSU recipient must remain employed or engaged in order to vest.
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Item 6. Exhibits
Number Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of Ionic Digital Inc.
S-1 333-297125 3.1 June 29, 2026
3.2 Amended and Restated Bylaws of Ionic Digital Inc. (Effective February 13, 2025)
S-1 333-297125 3.2 June 29, 2026
3.3 Certificate of Designation of Series Z Preferred Stock
S-1/A 333-297125 3.3 July 13, 2026
3.4 Certificate of Designation of Series A Convertible Preferred Stock
S-1 333-297125 3.4 June 29, 2026
4.1 Form of Warrant
S-1/A 333-297125 4.1 July 13, 2026
10.1+ Form of Indemnification Agreement of Ionic Digital
S-1/A 333-297125 10.4 July 13, 2026
10.2 Form of Securities Purchase Agreement, dated June 26, 2026
S-1 333-297125 10.19 June 29, 2026
10.3++ Registration Rights Agreement, dated June 26, 2026, by and among Ionic Digital Inc. and the Investors named therein
S-1 333-297125 10.20 June 29, 2026
10.4 Series Z Preferred Stock Purchase and Voting Agreement
S-1/A 333-297125 10.21 July 13, 2026
10.5*+ I onic Digital In c. Executive Severance Plan
10.6*+ Omnibus Amendment to Ionic Digital Inc. Omnibus Incentive Plan Performance Restricted Stock Unit Award Grant Notices
10.7* Custodial Services Agreement, dated June 18 2024, between Ionic Digital Treasury Inc. and Fidelity Digital Asset Services LLC
31.1* Certification of Principal Executive Officer of Ionic Digital Inc. pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2* Certification of Principal Financial Officer of Ionic Digital Inc. pursuant to Rule 13a‑14(a)/15d‑14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1** Certification of Principal Executive Officer of Ionic Digital Inc. pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2** Certification of Principal Financial Officer of Ionic Digital Inc. pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS* Inline XBRL Instance Document ‑ the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104* Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Filed herewith
** Furnished herewith
+ Indicates a management contract or compensatory plan.
++ Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) non-material and (ii) would be competitively harmful if publicly disclosed.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IONIC DIGITAL INC.
Date: September 1, 2026
By: /s/ Andy Stewart
Andy Stewart
Chief Executive Officer
(Principal Executive Officer)
Date: September 1, 2026
By: /s/ Chris Hickman
Chris Hickman
Chief Financial Officer
(Principal Accounting and Financial Officer)
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