Form 8-K

8-K — DEEP FISSION, INC.

Accession: 0001104659-26-088125

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001918102

SIC: 4911 (ELECTRIC SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2621528d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2621528d1_ex10-1.htm)

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0001918102

2026-07-29

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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

Date of Report (Date of earliest event reported):

July 29, 2026

Deep Fission, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-56407

87-4265302

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2001 Addison St., Suite 300

Berkeley, California

(Address of principal executive offices)

94704

(Zip Code)

Registrant’s

telephone number, including area code: (707) 400-0778

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

Common Stock, par value $0.0001 per share

FISN

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 8.01 Other Events.

On July 23, 2026, the Board of Directors (the “Board”)

of Deep Fission, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board (the “Compensation

Committee”), modified the Company’s Non-Employee Director Compensation Policy as follows, to better align the compensation

provided with market practice:

· Increased the value of the annual equity award to $175,000;

· Increased the value of the initial award provided to newly appointed directors

to $350,000;

· Increased retainers for the chairs of committees to $25,000 for the Audit

Committee of the Board (the “Audit Committee”) and $15,000 for the Compensation Committee and the Nominating and Corporate

Governance Committee of the Board (the “NomGov Committee”); and

· Added retainers for committee members in the amount of $10,000 for the Audit

Committee, $7,500 for the Compensation Committee and $5,000 for the NomGov Committee.

The Board and the Compensation Committee also approved an additional

retainer for an independent chair of the Board or for a lead independent director, as applicable, in the event that an independent chair

or lead independent director is appointed.

All incremental amounts provided under the modified policy will be

provided entirely through additional grants of restricted stock units, subject to a one-year vesting condition, until otherwise determined

by the Board or the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

10.1

Non-Employee Director Compensation

Policy (as amended)

104

Cover Page Interactive Data File (Inline XBRL)

SIGNATURE

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.

DEEP FISSION, INC.

Date: July 29, 2026

/s/ Jon Gordon

Jon Gordon

General Counsel & Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

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Exhibit 10.1

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

(As amended effective as of July 23, 2026)

Non-employee members

of the Board of Directors (the “Board”) of Deep Fission, Inc. (the “Company”), shall be eligible

to receive equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”).

The equity grants described in this Policy shall

be made automatically and without further action of the Board to each member of the Board who is not an employee of the Company or any

parent or subsidiary of the Company (each, a “Non-Employee Director”), unless such Non-Employee Director declines the

receipt of such equity grants by written notice to the Company.

This Policy shall remain in effect until it is

revised or rescinded by further action of the Board. The terms and conditions of this Policy shall supersede any prior cash or equity

compensation arrangements between the Company and its directors.

1. Annual Cash Compensation

Each Non-Employee Director shall receive the cash

compensation set forth below for service on the Board. The annual cash compensation amounts shall be payable in arrears following the

end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

Annual Cash Retainer for Board Service

· All Non-Employee Directors: $67,500

Annual Cash Retainer for Committee Service

In addition, a Non-Employee Director shall be

eligible to receive the following additional annual cash retainers for service in the following roles:

· Audit Committee Chair: $25,000

· Compensation Committee Chair: $15,000

· Nominating and Corporate Governance Committee

Chair: $15,000

· Audit Committee Member (Non-Chair): $10,000

· Compensation Committee Member (Non-Chair): $7,500

· Nominating and Corporate Governance Committee

Member (Non-Chair): $5,000

Annual Cash Retainer for Chair Service

In addition, in the event the Chair of the Board

qualifies as “independent” under the rules of the primary exchange on which the Common Stock is traded or the Board appoints

a “lead independent director”, then such Chair or director, as applicable, shall receive an additional annual cash retainer

of $50,000 (the “Chair Retainer”).

Retainers Payable in RSUs

Notwithstanding anything in this Policy to the

contrary, until otherwise determined by the Board or the Compensation Committee of the Board, the following portions of the amounts described

under this Section 1 shall not be payable in cash and the value thereof shall instead be added to the value of the Initial Award

or the Annual Award, as applicable:

· Audit Committee Chair: $15,000

· Compensation Committee Chair: $5,500

· Nominating and Corporate Governance Committee

Chair: $5,500

· Audit Committee Member (Non-Chair): $10,000

· Compensation Committee Member (Non-Chair): $7,500

· Nominating and Corporate Governance Committee

Member (Non-Chair): $5,000

· Chair Retainer: $50,000

2. Equity Compensation

Each Non-Employee Director shall be granted the

following awards under the Company’s 2025 Equity Incentive Plan or its successor (the “2025 Plan”). For purposes

of this Policy, the “Election Date” means the date on which an individual is first appointed or elected to the Board.

Initial Awards. Each Non-Employee Director

who first joins the Board shall, upon the Election Date, receive RSUs (each, an “Initial Award”) under the 2025 Plan

with an aggregate fair value, as determined under the 2025 Plan, equal to $350,000, calculated on the date of grant. Each Initial Award

shall become fully vested, subject to the applicable Non-Employee Director’s continued service as a director, on the one-year anniversary

of the date of grant. Notwithstanding the foregoing, each Initial Award shall become fully vested upon the consummation of a Change in

Control.

Annual Awards. On the first business day

following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the 2026 annual meeting,

each Non-Employee Director who continues serving as a member of the Board thereafter shall receive RSUs (each, an “Annual Award”)

under the 2025 Plan with an aggregate fair value, as determined under the 2025 Plan, equal to $175,000, calculated on the date of grant.

Each Annual Award shall become fully vested, subject to the applicable Non-Employee Director’s continued service as a director,

on the one-year anniversary of the date of grant. Notwithstanding the foregoing, each Annual Award shall become fully vested upon the

consummation of a Change in Control.

The Initial Awards, and Annual Awards shall be

subject to the terms and conditions of the 2025 Plan (including the annual limits on non-employee director grants set forth therein) and

the Company’s standard form of RSU award agreement, in substantially the same form approved by the Board for employee grants, subject

to the terms specified above. The number of RSUs awarded to a Non-Employee Director under this Policy shall be rounded down to the nearest

whole unit.

The Board may also approve other equity grants

to Non-Employee Directors under the 2025 Plan in addition to, or in lieu of, the grants described in this Policy. All equity awards shall

be intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code.

3. Expenses

The Company shall reimburse Non-Employee Directors

for reasonable and customary out-of-pocket expenses incurred in attending Board and committee meetings and otherwise performing their

duties and obligations as directors.

4. Amendment or Termination

This Policy may be amended or terminated at any

time in the sole discretion of the Board.

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