Cypherpunk Technologies Inc. filed a Form 8-K with the SEC on September 22, 2026, disclosing the appointment of Amanda Fabiano as a Class III director on the company's Board of Directors, effective immediately.

Key Highlights

  • New Director Appointed: Amanda Fabiano was appointed as a Class III director on the Board of Cypherpunk Technologies Inc., effective September 22, 2026.
  • Term Length: Mrs. Fabiano will serve until the 2029 Annual Meeting of Stockholders, or until her earlier resignation, death, or removal.
  • RSU Award: Mrs. Fabiano is entitled to receive restricted stock unit awards representing 250,000 shares of common stock in total.
  • Grant Breakdown: The RSU award consists of an initial grant of 150,000 shares vesting in annual increments over 3 years, plus an annual grant for service from 2026 to 2027 vesting at the 2027 Annual Meeting.
  • Indemnification Agreement: The company and Mrs. Fabiano entered into a director and officer indemnification agreement on September 22, 2026.
  • No Committee Assignments: According to the filing, Mrs. Fabiano has not been appointed to any committees of the Board at this time.

Details of Amanda Fabiano's Appointment to the Cypherpunk Technologies Board

According to the Form 8-K filed by Cypherpunk Technologies Inc. (NASDAQ:CYPH) on September 22, 2026, the Board of Directors appointed Amanda Fabiano as a Class III director effective that same date. The filing states that Mrs. Fabiano will serve until the 2029 Annual Meeting of Stockholders and until her successor has been elected and qualified, subject to earlier resignation, death, or removal. The filing also notes that she has not been appointed to any Board committees at this time.

The filing discloses that Mrs. Fabiano's cash compensation will be consistent with that of other non-employee directors, as described under "Director Compensation" in the company's definitive proxy statement filed with the SEC on April 29, 2026. In addition, she is entitled to receive RSU awards totaling 250,000 shares of common stock. Of this total, 150,000 shares represent an initial grant for joining the Board, which will vest and settle in annual increments over a 3-year period. The remaining shares constitute an annual grant for service from 2026 to 2027, which will vest and settle at the time of the 2027 Annual Meeting of Stockholders in June 2027.

The filing further states that the company entered into a director and officer indemnification agreement with Mrs. Fabiano on September 22, 2026, a form of which was filed as Exhibit 10.1 to the current report. The filing also states that "other than as described herein, there are no arrangements or understandings between Mrs. Fabiano and any other person pursuant to which she was elected as a director," and that she is not party to any transaction with the company requiring disclosure under Item 404(a) of Regulation S-K.

What Was Disclosed

Cypherpunk Technologies disclosed the appointment of Amanda Fabiano as a Class III director, her RSU compensation totaling 250,000 shares, and the execution of an indemnification agreement, all effective September 22, 2026.