Form 8-K

8-K — Health In Tech, Inc.

Accession: 0001213900-26-112502

Filed: 2026-10-26

Period: 2026-10-20

CIK: 0002019505

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309717-8k_health.htm (Primary)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

October 20, 2026

Date of Report (Date of earliest event reported)

Health In Tech, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-42449

87-3545722

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

701 S. Colorado Ave, Suite 1

Stuart, FL

34994

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (888) 373-0333

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

HIT

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2026, the Board of Directors (the

“Board”) of Health In Tech, Inc. (the “Company” or “Health In Tech”) appointed Sanjay Shrestha to

serve as the Chief Executive Officer of the Company, effective as of such date (the “Effective Date”). Mr. Shrestha succeeds

Tim Johnson, the Company’s founder, who ceased serving as Chief Executive Officer of the Company and transitioned to his new role

as Executive Chairman of the Board on the same date. Mr. Johnson’s transition from the role of Chief Executive Officer was not the

result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Shrestha, age 52, previously

served as an independent director of the Board and on the Audit Committee, the Nominating and Governance Committee and the Compensation

Committee of the Board from April 2025 until his resignation in August 2026, and he thereafter has served as Strategic Advisor to the

Board since September 2026. Previously, Mr. Shrestha served until October 2025 as President of Plug Power, Inc. (Nasdaq: PLUG), where

he held senior leadership responsibilities, including oversight of business expansion, strategic investments, corporate development and

capital markets initiatives, following his appointment there as Chief Strategy Officer in 2019. Earlier in his career, Mr. Shrestha held

leadership roles in investing, investment banking and equity research, including as Global Head of Renewables Research at Lazard Capital

Markets, and at First Albany Capital, where he built the renewables and industrial research practice. He also has held senior investment

and corporate development roles at Sky Capital America and in renewable energy investment banking. Mr. Shrestha is the Founder and Chief

Executive Officer of Shrestha Global EPG Advisory, LLC. Mr. Shrestha previously served as a director of Fusemachines Inc. (Nasdaq: FUSE)

until May 2026 and currently serves as a Board Advisor to the board of directors of that company.

In connection with his appointment, the Company

and Mr. Shrestha entered into an Offer Letter and Executive Employment Agreement, dated October 12, 2026 and effective as of the Effective

Date (the “Employment Agreement”), which provides for at-will employment and, among other things, the following principal

terms:

● Base Salary. An annual base salary of $500,000, which may not be decreased without Mr. Shrestha’s prior written consent

and which will be increased to the greater of $700,000 or the then-applicable market rate, as determined by the Compensation Committee

of the Board, upon the Company’s raising of at least $10,000,000.

● Annual Bonus. Eligibility for an annual cash bonus under the Company’s annual bonus program, tied to key performance

indicators and individual and Company performance, with a range of 0% to 200% of base salary. Any bonus for the first fiscal year of employment

will be prorated.

● Restricted Stock Awards. Grant of the Sign-On Award, the Acquisition Award and the Market Capitalization Awards (collectively,

the “Equity Awards,” and each, an “Equity Award”), in each case as defined and described below.

● Severance. If Mr. Shrestha’s employment is terminated by the Company without “Cause” or by Mr. Shrestha for

“Good Reason” (each as defined in the Employment Agreement), he will be entitled to salary-based severance in accordance with

the Company’s severance policy in effect at the time of termination, together with the Equity Award treatment described below. “Good

Reason” includes, among other things, a reduction in base salary, a material diminution in his authority as Chief Executive Officer,

and the Company’s failure to appoint him to, or nominate him for reelection to, the Board, subject to notice and cure provisions.

● Change in Control. Immediately prior to, and contingent upon, a “Change in Control” (as defined in the Employment

Agreement), all of Mr. Shrestha’s outstanding unvested Equity Awards will become fully vested, with all performance conditions deemed

satisfied, without any requirement that his employment terminate.

● Indemnification. Indemnification and advancement of expenses to the fullest extent permitted by law, directors’ and officers’

liability insurance coverage during his service and for six years thereafter, and the entry into a separate indemnification agreement

within thirty (30) days.

● Restrictive Covenants. Customary confidentiality, intellectual property assignment and mutual non-disparagement covenants,

as well as non-competition and non-solicitation covenants applicable during employment and for two years thereafter.

Equity Awards of Restricted Stock

On the Effective Date, upon the recommendation

of the Compensation Committee of the Board, the Board approved, and the Company and Mr. Shrestha entered into, a Restricted Stock Award

Agreement (the “Award Agreement”) under the Health In Tech, Inc. Equity Incentive Plan (the “Plan”) providing

for the grant to Mr. Shrestha of Equity Awards consisting of the following tranches of restricted stock:

● Sign-On Award: 2,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Class A Common

stock”), vesting in equal monthly installments over twelve (12) months, subject to continued service.

● Acquisition Award: between 1,500,000 and 2,000,000 shares of Class A Common Stock (with the final number to be determined by

the Compensation Committee of the Board upon closing), vesting in full upon the closing of a qualifying acquisition on or before December

31, 2028, subject to continued service, and otherwise forfeited.

● Market Capitalization Awards: five tranches, totaling 4,500,000 shares, that vest in equal monthly installments over twelve

(12) months following the first date on which the Company’s market capitalization, based on the 10-day volume-weighted average price

of the applicable share class, exceeds the applicable threshold on or before the applicable deadline, subject to continued service, and

are otherwise forfeited, as follows:

Tranche

Share Class

Market Capitalization Threshold

Achievement Deadline

MC-1

Class A Common Stock

1,500,000

> $150 million

April 30, 2028

MC-2*

Class A Common Stock

1,500,000

> $300 million

December 31, 2028

MC-3*

Class A Common Stock

500,000

> $500 million

December 31, 2029

MC-4*

Class A Common Stock

500,000

> $1 billion

December 31, 2031

MC-5

Class B Common Stock

500,000

> $150 million

April 30, 2028

* Contingent Grant Tranche, subject to Stockholder Approval

(as defined below).

The Sign-On Award, the Acquisition Award and the

MC-1 and MC-5 tranches (totaling 5,500,000 shares, assuming the maximum Acquisition Award) were granted on the Effective Date from shares

currently available under the Plan. Because the number of shares currently available under the Plan is insufficient to cover the remaining

tranches, the grant of the MC-2, MC-3 and MC-4 tranches (totaling 2,500,000 shares) is contingent upon stockholder approval at the Company’s

2026 Annual Meeting of Stockholders, which is scheduled to take place on November 10, 2026 (the “2026 Annual Meeting”), of

the proposed amendment to the Plan to increase the number of shares authorized for issuance thereunder (“Stockholder Approval”).

If Stockholder Approval is not obtained, those tranches will be forfeited without consideration.

If Mr. Shrestha’s service is terminated by

the Company for Cause or by Mr. Shrestha without Good Reason, all unvested shares described above will be forfeited. Upon any other termination

of service (including termination without Cause, resignation for Good Reason, death or disability), the unvested portion of the Sign-On

Award and any Market Capitalization Award tranche for which the threshold has been achieved will continue to vest (or, in the case of

a termination without Cause or for Good Reason, will fully vest), and the Acquisition Award (if no qualifying acquisition has closed)

and any Market Capitalization Award tranche for which the threshold has not been achieved will be forfeited. All Equity Awards under the

Award Agreement are subject to full acceleration upon a Change in Control, as described above, and to the Company’s clawback policy.

There are no arrangements or understandings between

Mr. Shrestha and any other person pursuant to which he was selected as Chief Executive Officer, other than the Employment Agreement described

above. There are no family relationships between Mr. Shrestha and any director or executive officer of the Company. Other than compensation

received for his prior service as Strategic Advisor to the Board and as a non-employee director, as described in the Company’s definitive

proxy statement on Schedule 14A for its 2026 Annual Meeting, as filed with the U.S. Securities and Exchange Commission (the “SEC”)

on October 13, 2026, Mr. Shrestha has no direct or indirect material interest in any transaction or proposed transaction required to be

disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing descriptions of the Employment Agreement

and the Award Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements,

copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 7.01. Regulation FD Disclosure.

On the Effective Date, the Company issued a press

release announcing the leadership transition, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information

set forth in this Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished”

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on

Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities

Act of 1933, as amended, regardless of any general incorporation language in such filing.

Forward-Looking Statements

Certain statements in this Current Report on Form

8-K or in the accompanying exhibit are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities

Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about Health In Tech’s possible

or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry

environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as “may,”

“will,” “should,” “design,” “target,” “aim,” “hope,” “expect,”

“could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,”

“continue,” “predict,” “project,” “potential,” “goal,” or other words that

convey the uncertainty of future events or outcomes. Forward-looking statements in this in this Current Report on Form 8-K and in the

accompanying exhibit include, but are not limited to, statements regarding the expected benefits of the Company’s leadership transition;

the Company’s strategic priorities, including accelerating organic growth and commercial execution, expanding adoption of its solutions

and strengthening distribution and carrier partnerships; the Company’s intention to evaluate and pursue potential acquisitions,

strategic investments, partnerships and other business opportunities; and the Company’s ability to create long-term shareholder

value.

These forward-looking statements are based on current

expectations and beliefs concerning future events and developments and their potential effects on Health In Tech and are subject to numerous

known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Health In Tech’s control,

that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors

include, but are not limited to: risks related to the leadership transition, including our ability to successfully integrate new management

and retain key personnel; our ability to identify, negotiate, finance, complete and integrate acquisitions or other strategic transactions

on favorable terms, or at all; our ability to obtain funding for our operations and to enhance our current systems and expand our service

offerings; our ability to regain and maintain compliance with The Nasdaq Stock Market LLC continued listing requirements; the success,

cost and timing of our product development activities; our ability to attract and retain key personnel and qualified employees; our ability

to attract new customers and to develop new, and enhance existing, products and services; the impact of competition in our industry and

innovation by our competitors; risks related to cybersecurity incidents or other network disruptions; risks related to the use of third-party

artificial intelligence; our ability to comply with new or modified laws and regulations applicable to our business, including with respect

to the insurance services industry and data privacy requirements; our ability to protect our intellectual property rights and maintain

and build our brand; the future trading price of our common stock; and other risks and uncertainties described in the “Risk Factors”

section of our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q and other filings with the SEC,

as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Health

In Tech undertakes no obligation to update any forward-looking statements, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

Press Release.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Dated: October 26, 2026

HEALTH IN TECH, INC.

By:

/s/ Julia (LinLin) Qian

Name:

Julia (LinLin) Qian

Title:

Chief Financial Officer

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Exhibit 99.1

Health In Tech Appoints Sanjay Shrestha as Chief

Executive Officer to Lead Next Phase of Growth and Strategic Expansion

· Founder Tim Johnson to become Executive Chairman, continuing to drive long-term strategy, technology innovation and product development

· Leadership evolution designed to accelerate commercial execution, pursue strategic acquisitions and enhance long-term shareholder

value

· Experienced leadership to drive scalable growth: Sanjay Shrestha, former President of Plug Power, brings public-company leadership,

capital markets expertise and experience in strategic acquisitions, business expansion and operational execution.

· Expanded focus on strategic growth opportunities: New CEO mandate encompasses scaling existing businesses, accelerating commercialization,

identifying acquisition opportunities, developing strategic partnerships and pursuing disciplined initiatives to create long-term shareholder

value.

· Continued founder-led innovation: Tim Johnson will transition to Executive Chairman, remaining actively engaged in long-term strategy,

technology innovation, product development and the evolution of Health In Tech’s AI-enabled marketplace.

STUART, Fla., October 20, 2026 /PRNewswire/ — Health In Tech,

Inc. (Nasdaq: HIT) (“Health In Tech” or the “Company”), an AI-enabled InsurTech platform company transforming the

health insurance marketplace through technology, automation and innovation, today announced the appointment of Sanjay Shrestha as Chief

Executive Officer, effective October 20, 2026. Mr. Shrestha will succeed founder Tim Johnson, who will transition to Executive Chairman

of the Board of Directors of the Company on the same date.

The leadership transition marks an important evolution for Health In

Tech as the Company enters its next phase of growth, with an expanded focus on scaling its technology marketplace, accelerating commercial

adoption, strengthening operating capabilities and pursuing strategic opportunities to enhance long-term shareholder value.

The new structure combines Mr. Johnson’s extensive healthcare insurance

industry knowledge, entrepreneurial vision and continued leadership in innovation with Mr. Shrestha’s experience in scaling businesses,

corporate strategy, capital markets and strategic acquisitions. Together, they will work to advance Health In Tech’s long-term vision

while establishing a sharper focus on operational execution, organic growth and disciplined strategic expansion.

Building the Next Phase of Health In Tech

Since its founding, Health In Tech has focused on transforming the

traditionally complex and fragmented health insurance marketplace through technology, vertical integration, automation and process simplification.

With an established technology foundation and an expanding suite of

marketplace solutions, including its AI-powered HitRix platform, Health In Tech is focused on translating its technology capabilities

and industry relationships into broader commercial opportunities.

The leadership transition is designed to advance three complementary

strategic priorities:

Accelerating Organic Growth and Commercial Execution

Under Mr. Shrestha’s leadership, Health In Tech

will focus on expanding adoption of its existing solutions, strengthening distribution and carrier partnerships, improving operating efficiency

and building the organizational capabilities necessary to support scalable growth.

Pursuing Strategic Acquisitions and Business

Expansion

The Company intends to evaluate potential acquisitions,

strategic investments, partnerships and complementary business opportunities that could expand its capabilities, extend its market reach,

strengthen its competitive position and create sustainable long-term shareholder value.

Mr. Shrestha will lead the evaluation and execution

of these opportunities, working closely with Mr. Johnson and the Company’s Board of Directors. The Company intends to pursue opportunities

with an emphasis on strategic alignment, disciplined capital allocation and long-term value creation.

Advancing Technology Innovation and Product

Development

As Executive Chairman, Mr. Johnson will continue

to play an active role in defining the Company’s long-term strategic vision, advancing technology innovation and guiding the development

and evolution of its products and marketplace solutions.

His continued leadership will help maintain Health

In Tech’s focus on solving structural inefficiencies in the healthcare insurance ecosystem while exploring emerging technologies and new

opportunities for market differentiation.

This complementary leadership model is intended

to align founder-led innovation with dedicated operational and commercial leadership, enabling the Company to pursue opportunities for

both organic and inorganic growth.

Leadership Commentary

Tim Johnson, Founder and Executive Chairman of Health In Tech, commented:

“Health In Tech was founded on a vision to fundamentally transform

the healthcare insurance industry through technology, innovation and vertical integration. From the beginning, our goal has been to simplify

a highly complex marketplace and build a technology platform capable of changing how healthcare insurance solutions are developed, distributed

and delivered.

“We have made meaningful progress in establishing that foundation.

As we look ahead, the opportunity is not only to continue innovating, but also to scale our capabilities, expand our reach and unlock

the broader potential of what we have built.

“This leadership transition is a deliberate step toward that next

chapter. As Executive Chairman, I will remain actively engaged in shaping our long-term strategy, driving innovation and leading our product

development vision. At the same time, Sanjay will bring dedicated leadership to the execution of our commercial strategy, the expansion

of our businesses and the pursuit of strategic opportunities that can create additional value for shareholders.

“Sanjay brings a combination of public-company operating experience,

capital markets expertise, strategic vision and business development capabilities. Having worked closely with him, I believe his leadership

will strengthen our ability to turn opportunities into execution and position Health In Tech for sustainable long-term growth.

“My commitment to Health In Tech is unchanged. This evolution

allows me to focus more deeply on the areas where I believe I can contribute the greatest long-term value, while bringing additional executive

capabilities to support the Company’s growth.”

Sanjay Shrestha, Chief Executive Officer of Health In Tech, commented:

“Health In Tech has developed a differentiated technology platform

addressing significant inefficiencies in the healthcare insurance marketplace. Under Tim’s leadership, the Company has established a foundation

for innovation and created meaningful opportunities to expand its capabilities and market reach.

“I am excited to take on the role of CEO at this important stage

in the Company’s evolution. My immediate focus will be on strengthening execution, scaling our existing businesses, accelerating commercial

adoption and building the operational infrastructure needed to support the next phase of growth.

“Beyond organic expansion, I see opportunities to evaluate strategic

acquisitions, partnerships and investments that can complement our platform, broaden our capabilities and enhance our competitive position.

We will approach these opportunities with financial discipline, a clear strategic rationale and a focus on sustainable long-term shareholder

value.

“Having previously served on the Company’s Board and as Strategic

Advisor to the Board, and having worked closely with Tim and the leadership team, I have developed a strong appreciation for Health In

Tech’s capabilities and market opportunities.

“I look forward to partnering with Tim, the Board and our talented

employees to build on this foundation, strengthen execution and advance Health In Tech’s long-term growth ambitions.”

Clearly Defined Leadership Responsibilities

Under the new structure, Mr. Johnson, as Executive Chairman, will focus

on long-term corporate strategy, technology innovation, product development, strategic relationships and emerging business opportunities.

He will continue to provide leadership and strategic guidance while serving as Chair of the Board.

Mr. Shrestha, as Chief Executive Officer, will have primary responsibility

for the Company’s operating performance, commercial strategy, organizational development, financial and operational execution, business

expansion and strategic acquisition initiatives.

Both executives will work collaboratively within the Company’s Board-approved

governance framework, with the CEO accountable to the Board of Directors for overall management and execution of the Company’s business

strategy.

About Sanjay Shrestha

Mr. Shrestha brings extensive experience in public-company leadership,

corporate strategy, capital markets, business development and strategic acquisitions.

He previously served as an independent director of Health In Tech from

April 2025 to August 2026 and subsequently became Strategic Advisor to the Board in September 2026, with such experiences providing him

with established familiarity with the Company’s operations, leadership and strategic priorities.

Mr. Shrestha previously served as President of Plug Power, Inc. (Nasdaq:

PLUG), where he held senior leadership responsibilities following his appointment as Chief Strategy Officer in 2019. His work included

business expansion, strategic investments, corporate development, capital markets initiatives and the advancement of integrated energy

solutions.

Earlier in his career, Mr. Shrestha held leadership roles in investing,

investment banking and equity research. He served as Global Head of Renewables Research at Lazard Capital Markets and built the renewables

and industrial research practice at First Albany Capital. He also held senior investment and corporate development roles at Sky Capital

America and in renewable energy investment banking.

Mr. Shrestha is Founder and Chief Executive Officer of Shrestha Global

EPG Advisory, LLC.

His experience across technology-oriented businesses, public markets,

financing, corporate development and strategic acquisitions is expected to support Health In Tech’s continued development and expansion.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements relating to Health In Tech,

Inc.’s (“Health In Tech,” “we,” “us” or “our”) business strategy, product development and innovation,

growth prospects, and future operating and financial performance. In some cases, forward-looking statements can be identified by terminology

such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,”

“intend,” “expect,” “could,” “would,” “project,” “plan,” “target”

or similar expressions that are predictions of or indicate future events or trends and that do not relate solely to historical matters.

Forward-looking statements in this press release include, but are not limited to, statements regarding the expected benefits of the Company’s

leadership transition; the Company’s strategic priorities, including accelerating organic growth and commercial execution, expanding

adoption of its solutions and strengthening distribution and carrier partnerships; the Company’s intention to evaluate and pursue

potential acquisitions, strategic investments, partnerships and other business opportunities; and the Company’s ability to create

long-term shareholder value.

These forward-looking statements are based on current expectations

and beliefs concerning future events and developments and their potential effects on Health In Tech and are subject to numerous known

and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Health In Tech’s control, that

could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These factors include,

but are not limited to: risks related to the leadership transition, including our ability to successfully integrate new management and

retain key personnel; our ability to identify, negotiate, finance, complete and integrate acquisitions or other strategic transactions