ENvue Medical amends CEO equity plan, appoints David Johnson as Chairman with 3.5% RSU grant

ENvue Medical, Inc.

Amendment changes CEO Doron Besser's equity grants from annual to quarterly, with prorated gross-up on termination without cause.
David Johnson appointed Chairman; receives $10k/month and RSUs representing 3.5% of fully diluted common stock.
Chairman's RSUs vest over 2 years with anti-dilution protection; agreement auto-renews annually unless terminated.
Besser's initial RSU grant remains 9% of fully diluted shares, subject to Israeli Tax Authority approval.
Both agreements effective February 2, 2026.

item 5.02item 9.01

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