Form 8-K/A

8-K/A — TIGO ENERGY, INC.

Accession: 0001213900-26-098054

Filed: 2026-09-08

Period: 2026-05-19

CIK: 0001855447

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

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

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0304627-8ka1_tigo.htm (Primary)

EX-10.1 — TIGO ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN (ea030462701ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — CURRENT REPORT

8-K/A (Primary)

Filename: ea0304627-8ka1_tigo.htm · Sequence: 1

true

0001855447

2026-05-19

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 19, 2026

TIGO ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40710

83-3583873

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

983 University Avenue, Suite B

Los Gatos, California 95032

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (408) 402-0802

Not Applicable

(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

TYGO

The Nasdaq Stock Market LLC

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 ☒

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 March 25, 2026, the Board of Directors of Tigo Energy, Inc. (the

“Company”) adopted the Tigo Energy, Inc. Employee Stock Purchase Plan (the “ESPP”), to be effective as of the

date of Board approval, subject to approval by the Company’s stockholders. As reported in the Current Report on Form 8-K filed by

the Company with the Securities and Exchange Commission (the “SEC”) on May 20, 2026, at the Company’s 2026 annual meeting

of stockholders held on May 19, 2026, the Company’s stockholders approved the ESPP. The aggregate number of shares of common stock

of the Company available for issuance under the ESPP is 1,000,000.

The material features of the ESPP are described in the Company’s

definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2026 (the “Proxy Statement”) in the section titled

“Proposal 3 – Approval of the Employee Stock Purchase Plan” which is incorporated herein by reference. Such description

is qualified entirely by reference to the ESPP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference. Additionally, a copy of the ESPP was filed as Appendix A to the Proxy Statement. As of the date of this Current Report

on Form 8-K, no offering period or purchase period has occurred under the ESPP and there are no participants in the ESPP.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1+

Tigo Energy, Inc. Employee Stock Purchase Plan.

104

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

+ Indicates management contract or compensatory plan.

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: September 8, 2026

TIGO ENERGY, INC.

By:

/s/ Bill Roeschlein

Name:

Bill Roeschlein

Title:

Chief Financial Officer

EX-10.1 — TIGO ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN

EX-10.1

Filename: ea030462701ex10-1.htm · Sequence: 2

Exhibit 10.1

TIGO ENERGY, INC. EMPLOYEE STOCK PURCHASE PLAN

Section 1.

Purpose. This Tigo Energy, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide Eligible

Employees of the Company and the Participating Companies with an opportunity to acquire a proprietary interest in the Company

through the purchase of Shares. The Plan has two components: (a) one component (the “423 Component”) is intended

to qualify as an “employee stock purchase plan” under Section 423(b) of the Code, and the Plan will be interpreted in a

manner that is consistent with that intent, and (b) the other component (the “Non-423 Component”), which is not

intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, authorizes the grant of options

pursuant to rules, procedures or sub-plans adopted by the Committee that are designed to achieve tax, securities laws or other

objectives for Eligible Employees. Rights granted under the Non-423 Component shall be granted pursuant to separate Offerings

containing such sub-plans, appendices, rules or procedures as may be adopted by the Committee and designed to achieve tax,

securities laws or other objectives for Eligible Employees and Participating Companies but shall not be intended to qualify as an

“employee stock purchase plan” under Section 423 of the Code. Except as otherwise provided herein or as may be

determined by the Committee, the Non-423 Component will operate and be administered in the same manner as the 423 Component.

Offerings intended to be made under the Non-423 Component will be designated as such by the Committee at or prior to the time of

such Offering.

For purposes of the Plan, the Committee may designate

separate Offerings under the Plan in which Eligible Employees will participate. The terms of these Offerings need not be identical, even

if the dates of the applicable Offering Period(s) in each such Offering are identical, provided that the terms of participation are the

same within each separate Offering under the 423 Component (as determined under Section 423 of the Code). Solely by way of example and

without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the 423 Component

and the Non-423 Component of the Plan.

Section 2.

Definitions

Wherever the following terms are used in the Plan,

they shall have the meanings specified below unless the context clearly indicates otherwise.

(a) “Affiliate”

means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control

with, the Company.

(b) “Applicable

Law” means the requirements relating to the administration of employee stock purchase plans under U.S. federal and state

securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on

which Shares are listed or quoted and the applicable laws and rules of any non-U.S. country or other jurisdiction where rights under

the Plan are granted.

(c)

“Board” means the Board of Directors of the Company.

(d)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and

guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.

(e)

“Commission” means the Securities and Exchange Commission.

(f)

“Committee” means a committee of the Board established or appointed by the Board to administer the Plan. If the

Board does not designate such committee, references herein to the “Committee” shall refer to the Board.

(g)

“Company” means Tigo Energy, Inc., a Delaware corporation, including any successor thereto.

(h)

“Compensation” means all base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the

Company or a Participating Company as compensation for services to the Company or Participating Company, before deduction for any

salary deferral contributions made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan,

including overtime, vacation pay, holiday pay, parental leave pay, jury duty pay and funeral leave pay, but excluding car

allowances, transit payments, relocation assistance, reimbursements (such as travel expenses, financial planning, tuition

assistance, adoption assistance and similar reimbursements and advances), imputed income, cost-of-living allowances, tax gross-ups,

nonqualified deferred compensation plan payments, severance or termination pay, third party sick pay, income relating to equity or

equity-based compensation, cash incentive compensation, commissions, special cash awards or bonuses (such as recognition awards or

referral bonuses), and other irregular and special payments that are non-recurring, and income received in connection with stock

options or other equity-based awards.

(i) “Corporate Transaction”

means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section

424 of the Code.

(j) “Designated Broker”

means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on behalf of Participants who

have purchased Shares under the Plan.

(k) “Effective Date”

means March 25, 2026, subject to and conditioned on approval by the shareholders of the Company in accordance with ‎Section 20(k)

of the Plan.

(l) “Eligible Employee”

means:

(i) With respect to the 423

Component, an Employee who (i) has been employed by the Company or a Participating Company for at least six (6) months and (ii) is customarily

employed for at least twenty (20) hours per week and more than five (5) months in any calendar year.

(ii) With respect to the Non-423

Component, such Employees as determined by the Committee; provided that no Employee may qualify as an Eligible Employee under the

Non-423 Component if such Employee is subject to taxation in the United States.

(m) “Employee”

means any person who renders services to the Company or a Participating Company as an employee pursuant to an employment

relationship with such employer, and, with respect to the 423 Component, a person who is an employee within the meaning of Section

3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the

individual is on military leave, sick leave or other leave of absence approved by the Company or a Participating Company that meets

the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other

period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not

guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately

following such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

(n) “Enrollment Form”

means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payroll deductions,

or to stop payroll deductions and withdraw from an Offering Period.

(o) “ESPP Share Account”

means an account into which Shares purchased with accumulated payroll deductions at the end of an Offering Period are held on behalf of

a Participant.

(p) “Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference

to a provision in the Exchange Act shall include any successor provision thereto.

(q) “Fair Market

Value” means, as of any date, the closing price of a Share on the Trading Day immediately preceding the date of determination

(or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred), on the principal stock

market or exchange on which Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as

determined by the Committee in its discretion and such determination shall be conclusive and binding on all persons.

(r) “Offering”

means an offer under the Plan of a right to purchase Shares that may be exercised during an Offering Period. Unless otherwise specified

by the Committee, each Offering to the Eligible Employees of the Company or a Participating Company shall be deemed a separate Offering,

even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions of the Plan

will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering

under the 423 Component need not be identical, provided that the terms of the 423 Component and an Offering thereunder together satisfy

Treas. Reg. § 1.423-2(a)(2) and (a)(3).

(s) “Offering Date”

means the first Trading Day of each Offering Period as designated by the Committee.

(t) “Offering Period”

has the meaning set forth in ‎Section 5.

(u) “Offering Period

Limit” has the meaning set forth in Section ‎Section 7.

(v) “Participant”

means an Eligible Employee who is actively participating in the Plan.

(w) “Participating

Companies” means the Subsidiaries and Affiliates that have been designated as eligible to participate in the Plan, and

such other Subsidiaries and Affiliates that may be designated by the Committee from time to time in its sole discretion. For

purposes of the 423 Component, only the Company and its Subsidiaries may be Participating Companies; provided, however,

that at any given time, a Subsidiary that is a Participating Company under the 423 Component will not be a Participating Company

under the Non-423 Component. The Committee may so designate any Subsidiary or Affiliate, or revoke any such designation, at any time

and from time to time, either before or after the Plan is approved by the shareholders of the Company.

(x) “Plan”

means this Tigo Energy, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.

(y) “Purchase Date”

means the last Trading Day of each Offering Period.

(z) “Purchase Price”

means the purchase price designated by the Committee with respect to each Offering (which purchase price, for purposes of the 423 Component,

shall not be less than 85% of the Fair Market Value of a Share on the Offering Date or on the Purchase Date, whichever is lower); provided,

however, that, in the event no purchase price is designated by the Committee with respect to any Offering, the purchase price for

the Offering Periods in such Offering shall be 85% of the Fair Market Value of a Share on the Offering Date or on the Purchase Date, whichever

is lower; provided, further, that the Purchase Price may be adjusted by the Committee pursuant to ‎Section 18 of the Plan and shall

not be less than the par value of a Share.

(aa) “Securities

Act” means the Securities provision Act of 1933, as amended from time to time, and the rules, regulations and guidance thereunder.

Any reference to a provision in the Securities Act includes any successor thereof.

(bb) “Share”

means a share of common stock of the Company, par value $0.001 per share.

(cc) “Subsidiary”

means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or a Subsidiary,

whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination

of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.

(dd) “Trading Day”

means any day on which the national stock exchange upon which the Shares are listed is open for trading or, if the Shares are not listed

on an established stock exchange or national market system, a business day, as determined by the Committee in good faith.

(ee) “Treasury Regulation”

means the Treasury regulations of the Code. Any reference to a provision in a Treasury regulation includes any successor provision thereto.

Section 3. Administration.

(a) Administration of

Plan. The Plan shall be administered by the Committee which shall have the authority to construe and interpret the Plan, prescribe,

amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable for the

administration of the Plan including, without limitation, adopting sub-plans applicable to particular Participating Companies or

locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code and under the Non-423 Component. With

respect to the Non-423 Component, the rules of such sub-plans may take precedence over other provisions of the Plan, with the

exception of Section 13 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of the Plan shall

govern the operation of such sub-plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency or

ambiguity in the Plan. The decisions of the Committee shall be final and binding on all persons. All expenses of administering the

Plan shall be borne by the Company. Notwithstanding anything in the Plan to the contrary and without limiting the generality of the

foregoing, the Committee shall have the authority to change the minimum amount of Compensation for payroll deductions pursuant to

‎Section 6(a) of the Plan, the frequency with which a Participant may elect to change their rate of payroll deductions pursuant

to ‎Section 6(b), the dates by which a Participant is required to submit an Enrollment Form pursuant to ‎Sections 6(b)

‎and 10(a) of the Plan, and the effective date of a Participant’s withdrawal due to termination of employment or change in

status pursuant to ‎Section 11, and the withholding procedures pursuant to ‎Section 20(n).

(b) Delegation of Authority.

To the extent permitted by Applicable Law, the Committee may delegate to (i) one or more officers of the Company some or all of its authority

under the Plan and (ii) one or more committees of the Board some or all of its authority under the Plan.

Section 4. Eligibility.

In order to participate in an Offering, an Eligible Employee must deliver a completed Enrollment Form to the Company at least five (5)

business days prior to the Offering Date (unless a different time is set by the Committee for all Eligible Employees with respect to

such Offering) and must elect his or her payroll deduction rate as described in ‎Section 6. Notwithstanding any provision of the

Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after the grant of the option,

such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the

Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing 5% or more of the total combined

voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option would permit his or her rights to

purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to

accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each

calendar year in which such option is outstanding at any time, in accordance with the provisions of Section 423(b)(8) of the Code.

Section 5. Offering Periods.

The Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months in duration, with new Offering Periods

commencing on or about March 1 and September 1 of each year (or such other times as determined by the Committee). The Committee shall

have, prior to the commencement of a particular Offering Period, the authority to change the duration, frequency, start and end dates

of Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months).

Section 6. Participation.

(a) Enrollment; Payroll

Deductions. An Eligible Employee may elect to participate in the Plan by properly completing an Enrollment Form, which may be

electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee.

Participation in the Plan is entirely voluntary. By submitting an Enrollment Form, which may be electronic, the Eligible Employee

authorizes payroll deductions from his or her pay check in an amount equal to at least one percent (1%), but not more than twenty

percent (20%) of his or her Compensation on each pay day occurring during an Offering Period (or such other maximum percentage as

the Committee may establish from time to time before an Offering Period begins). Payroll deductions shall commence as soon as

practicable following the Offering Date and end on the latest practicable payroll date on or before the Purchase Date. The Company

shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such

amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not make any

separate contributions or payments to the Plan.

(b) Election Changes. During

an Offering Period, a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period only

once. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions at least

fifteen (15) days before the Purchase Date. A Participant may decrease or increase his or her rate of payroll deductions for future Offering

Periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen days before the start of the

next Offering Period.

The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (i) submits

a new Enrollment Form authorizing a new level of payroll deductions in accordance with this ‎Section 6, (ii) withdraws from the Plan

in accordance with ‎Section 10, or (iii) terminates employment or otherwise becomes ineligible to participate in the Plan.

(d) Non-U.S. Employees. In

order to facilitate participation in the Plan, the Committee may provide for such special terms applicable to Participants who are citizens

or residents of a non-U.S. jurisdiction, or who are employed by a Participating Company outside of the United States, as the Committee

may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Except as permitted by Section 423

of the Code, with respect to the 423 Component, such special terms may not be more favorable than the terms of rights granted under the

423 Component to Eligible Employees who are residents of the United States. Such special terms may be set forth in an addendum to the

Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the 423 Component or

the Non-423 Component, as determined by the Committee). With respect to the Non-423 Component only, to the extent that the terms and conditions

set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern.

Without limiting the foregoing, the Committee is specifically authorized to adopt rules and procedures, with respect to Participants who

are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries from participation in

the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants,

payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or

trust accounts to hold payroll deductions or contributions.

Section 7. Grant of Option.

On each Offering Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date,

a number of Shares determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price; provided,

that the maximum number of Shares that may be purchased by each Participant during an Offering Period shall not exceed 25,000 Shares

(subject to adjustment in accordance with ‎Section 18 and the limitations set forth in ‎Section 4 and ‎Section 13 of the

Plan) (the “Offering Period Limit”).

Section 8. Exercise of

Option/Purchase of Shares. A Participant’s option to purchase Shares will be exercised automatically on the Purchase Date of

each Offering Period. The Participant’s accumulated payroll deductions will be used to purchase the maximum number of whole Shares

that can be purchased with the amounts in the Participant’s notional account, subject to the Offering Period Limit and the limitations

set forth in ‎Section 4 and ‎Section 13 of the Plan. No fractional Shares may be purchased, but contributions unused in a given

Offering Period due to being less than the cost of a Share will be carried forward to the next Offering Period, subject to earlier withdrawal

by the Participant in accordance with ‎Section 10 or termination of employment or change in employment status in accordance with ‎Section

11. During a Participant’s lifetime, the Participant’s option to purchase Shares under the Plan is exercisable only by the

Participant.

Section 9. Transfer of

Shares. As soon as administratively practicable after each Purchase Date, the Company will arrange for the delivery to each Participant

of the Shares purchased upon exercise of his or her option. The Committee may permit or require that the Shares be deposited directly

into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that the Shares be retained

with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a shareholder

with respect to the Shares subject to any option granted hereunder until such Shares have been delivered pursuant to this ‎Section

Section 10. Withdrawal.

(a) Withdrawal

Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form indicating his or her

election to withdraw at least fifteen (15) days before the Purchase Date. The accumulated payroll deductions held on behalf of a

Participant in his or her notional account (that have not been used to purchase Shares) shall be paid to the Participant promptly

following receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s

option shall be automatically terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made

during any succeeding Offering Period, unless the Participant re-enrolls in accordance with ‎Section 6(a) of the Plan.

(b) Effect on Succeeding Offering

Periods. A Participant’s election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate

in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.

Section 11. Termination

of Employment; Change in Employment Status.

(a) Notwithstanding

‎Section 10, upon termination of a Participant’s employment for any reason prior to the Purchase Date, including death,

disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer an

Eligible Employee, the Participant will be deemed to have withdrawn from an Offering in accordance with ‎Section 10 and the

payroll deductions in the Participant’s notional account (that have not been used to purchase Shares) shall be returned to the

Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts by will or the laws of

descent and distribution, and the Participant’s option to purchase Shares shall be automatically terminated. If the

Participant’s termination of employment or change in status occurs within ten (10) days before a Purchase Date, the

accumulated payroll deductions shall be used to purchase Shares on the Purchase Date.

(b) Unless otherwise determined

by the Committee, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service)

by or between the Company or a Participating Company will not be treated as having terminated employment for purposes of participating

in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423

Component, the exercise of the Participant’s option to purchase Shares will be qualified under the 423 Component only to the extent

that such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an

Offering under the 423 Component, the exercise of the Participant’s option to purchase Shares will remain non-qualified under the

Non-423 Component.

Section 12. Interest.

No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.

Section 13. Shares Reserved

for Plan.

(a) Number of Shares. The

maximum number of Shares available for issuance under the Plan shall initially not exceed in the aggregate 1,000,000 Shares, subject to

adjustment as provided in ‎Section 18. The Shares may be newly issued Shares, treasury Shares or Shares acquired on the open market.

If any purchase of Shares pursuant to an option under the Plan is not consummated, the Shares not purchased under such option will again

become available for issuance under the Plan.

(b) Over-subscribed Offerings.

The number of Shares which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed.

No option granted under the Plan shall permit a Participant to purchase Shares which, if added together with the total number of Shares

purchased by all other Participants in such Offering would exceed the total number of Shares remaining available under the Plan. If the

Committee determines that, on a particular Purchase Date, the number of Shares with respect to which options are to be exercised exceeds

the number of Shares then available under the Plan, the Company shall make a pro rata allocation of the Shares remaining available for

purchase in as uniform a manner as practicable and as the Committee determines to be equitable.

Section 14. Transferability.

No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Shares

hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent and distribution,

or as provided in ‎Section 17) by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or

amounts shall be without effect.

Section 15. Application

of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose

to the extent permitted by Applicable Law, and the Company shall not be required to segregate such payroll deductions or contributions.

Section 16. Statements.

Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant to the

Plan, the Purchase Price of any Shares purchased with accumulated funds, the number of Shares purchased, and any payroll deduction amounts

remaining in the Participant’s notional account.

Section 17. Designation

of Beneficiary. If permitted by the Committee, a Participant may file, on forms supplied by the Committee, a written designation of

beneficiary who, in the event of the Participant’s death, is to receive any Shares from the Participant’s ESPP Share Account

or any payroll deduction amounts remaining in the Participant’s notional account.

Section 18. Adjustments

Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.

(a) Adjustments. In the event

that any dividend or other distribution (whether in the form of cash, Shares, or other property), recapitalization, stock split, reverse

stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities

of the Company, or other change in the Company’s structure affecting the Shares occurs, then in order to prevent dilution or enlargement

of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable,

adjust the number of Shares and class of Shares that may be delivered under the Plan, the Purchase Price per Share and the number of Shares

covered by each outstanding option under the Plan, and the numerical limits of ‎Section 7 and ‎Section 13.

(b) Dissolution or Liquidation.

Unless otherwise determined by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period

then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution

or liquidation. The new Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. Before the new

Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase Date and

that the Participant’s option will be exercised automatically on such date, unless before such time, the Participant has withdrawn

from the Offering in accordance with ‎Section 10 (or deemed to have withdrawn in accordance with ‎Section 11).

Section 19. Corporate Transaction.

In the event of a Corporate Transaction, each outstanding option will be assumed or an equivalent option substituted by the successor

corporation or a parent or Subsidiary of such successor corporation. If the successor corporation refuses to assume or substitute the

option, the Offering Period with respect to which the option relates will be shortened by setting a new Purchase Date on which the Offering

Period will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee

will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s

option will be exercised automatically on such date, unless before such date, the Participant has withdrawn (or, pursuant to ‎Section

11, been deemed to have withdrawn) from the Offering in accordance with ‎Section 10. Notwithstanding the foregoing, in the event of

a Corporate Transaction, the Committee may also elect to terminate all outstanding Offering Periods in accordance with ‎Section 20(i).

Section 20. General Provisions.

(a) Equal Rights and Privileges.

Notwithstanding any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are

granted options under the Plan shall have the same rights and privileges.

(b) No Right to Continued

Service. Neither the Plan nor any compensation paid hereunder will confer on any Participant the right to continue as an Employee or in

any other capacity.

A Participant will become a shareholder with respect to the Shares that are purchased pursuant to options granted under the Plan when

the Shares are transferred to the Participant or, if applicable, to the Participant’s ESPP Share Account. A Participant will have

no rights as a shareholder with respect to Shares for which an election to participate in an Offering Period has been made until such

Participant becomes a shareholder as provided herein.

(d) Successors and Assigns.

The Plan shall be binding on the Company and its successors and assigns.

(e) Entire Plan. The Plan

constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter

hereof.

(f) Compliance with Law. The

obligations of the Company with respect to payments under the Plan are subject to compliance with all Applicable Laws and regulations.

Shares shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery

of the Shares pursuant thereto shall comply with all Applicable Laws, including, without limitation, the Securities Act, the Exchange

Act, and the requirements of any stock exchange upon which the Shares may then be listed.

(g) Disqualifying Dispositions.

Each Participant shall give the Company prompt written notice of any disposition or other transfer of Shares acquired pursuant to the

exercise of an option acquired under the Plan, if such disposition or transfer is made within two years after the Offering Date or within

one year after the Purchase Date. Notwithstanding the foregoing, Participants shall not transfer Shares acquired pursuant to the exercise

of an option acquired under the Plan to a broker other than the Designated Broker within two years after the Offering Date or within one

year after the Purchase Date.

(h) Term of Plan. The Plan

shall become effective on the Effective Date and, unless terminated earlier pursuant to Section 20(i), shall have a term of ten (10) years.

(i) Amendment or Termination.

The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason. If the Plan is terminated,

the Committee may elect to terminate all outstanding Offering Periods either immediately or once Shares have been purchased on the next

Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with

their terms (and subject to any adjustment in accordance with ‎Section 18). If any Offering Period is terminated before its scheduled

expiration, all amounts that have not been used to purchase Shares will be returned to Participants (without interest, except as otherwise

required by law) as soon as administratively practicable.

(j) Governing Law. The Plan

and any agreements hereunder shall be administered, interpreted and enforced in accordance with the laws of the State of Delaware, disregarding

any state’s choice of law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

The competent courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or in connection with the Plan

and any award granted hereunder.

(k) Shareholder Approval.

The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is

adopted by the Board.

(l) Section 423. The Plan

(other than the Non-423 Component) is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Any provision of the Plan (other than the Non-423 Component) that is inconsistent with Section 423 of the Code shall be reformed to comply

with Section 423 of the Code.

(m) Section 409A; Limitation

of Liability. The Plan and all options are intended to be exempt from Section 409A of the Code as “statutory stock options”

within the meaning of Treasury Regulation §1.409A-1(b)(5)(ii), and the Plan and the options will be interpreted and administered

accordingly. Notwithstanding anything to the contrary in the Plan, neither the Company nor the Committee, nor any person acting on behalf

of the Company or the Committee, will be liable to any Participant or other person by reason of any acceleration of income, any additional

tax, or any other tax or liability asserted by reason of the failure of the Plan or any option to be exempt from or satisfy the requirements

of Section 409A of the Code.

(n) Foreign Exchange Considerations.

If any Contributions under the Plan are made in any currency other than U.S. dollars, such Contributions will be converted to U.S. dollars

on or prior to the Purchase Date using a prevailing exchange rate in effect at the time such conversion is performed, as determined by

the Administrator. Neither the Company nor any U.S. or non-U.S. Affiliate shall be liable for any foreign exchange rate fluctuation between

local currency and the U.S. dollar that may affect the value of the options granted to under the Plan, or of any amounts due under the

Plan or as a result of the subsequent sale of any Shares acquired under the Plan. By their participation in the Plan, all Participants

acknowledge and agree that they may be responsible for reporting inbound transactions or fund transfers that exceed a certain amount.

Participants are advised to seek appropriate professional advice as to how the exchange control regulations apply to their participation

in the Plan and their specific situation; understanding that the relevant laws and regulations can change frequently and occasionally

on a retroactive basis.

(o) Withholding. To the

extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company for the

payment of any withholding or similar tax obligations that arise in connection with the Plan. At any time, the Company or any

Subsidiary may, but will not be obligated to, withhold from a Participant’s compensation the amount necessary for the Company

or any Subsidiary to meet applicable withholding obligations, including any withholding required to make available to the Company or

any Subsidiary any tax deductions or benefits attributable to the sale or early disposition of Shares by such Participant. In

addition, the Company or any Subsidiary may, but will not be obligated to, withhold from the proceeds of the sale of Shares or any

other method of withholding that the Company or any Subsidiary deems appropriate to the extent permitted by, where applicable,

Treasury Regulation Section 1.423-2(f). The Company will not be required to issue any Shares under the Plan until such obligations

are satisfied.

(p) Severability. If any provision

of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other

provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

(q) Headings. The headings

of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of the Plan.

(r) Participating Company.

A Participating Company may withdraw from the Plan as of any Offering Date by giving written notice to the Board, which notice must be

received by at least thirty (30) days prior to such Offering Date.

(s) Paperless Administration.

If the Company establishes, for itself or using the services of a third party, an automated system for the documentation and administration

of the Plan, such as a system using an internet website or interactive voice response, then the paperless documentation may be permitted

through the use of such an automated system.

(t) Data Privacy. As a condition

to participating in the Plan, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic

or other form, of personal data as described in this Section 20(t) by and among the Company and its Subsidiaries and Affiliates exclusively

for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and Affiliates

may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate;

social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or

its Subsidiaries and Affiliates; and Share details, to implement, manage and administer the Plan and Shares (the “Data”).

The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage

a Participant’s participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties

assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s

country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’

country. By participating in the Plan, each Participant authorizes the recipients to receive, possess, use, retain and transfer the Data,

in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required

Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related

to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in

the Plan. A Participant may, at any time, view the Data that the Company holds regarding the Participant, request additional information

about the storage and processing of the Data regarding the Participant, recommend any necessary corrections to the Data regarding the

Participant or refuse or withdraw the consents in this Section 20(t) in writing, without cost, by contacting the local human resources

representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Committee’s discretion,

the Participant may forfeit any outstanding Shares if the Participant refuses or withdraws the consents in this Section 20(t).

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May 19, 2026

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Entity File Number

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