Vicarious Surgical Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Employment Agreement Amendment
On February 2, 2026, Vicarious Surgical Inc. (the “Company”) entered into an amendment (the “From Amendment) to the Executive Employment Agreement (the “Employment Agreement”) between the Company and Stephen From, the Chief Executive Officer of the Company. Pursuant to the From Amendment, in the event that Mr. From is terminated without cause or resigns from his position for good reason, he will be entitled to receive a severance payment equal to one year of his then in-effect base salary plus the pro-rata portion of his target bonus, as well as an amount equal to COBRA premiums for 12 months. In the event that Mr. From is terminated without cause or resigns from his position for good reason within three months prior to or 12 months following a change in control, he will be entitled to receive a severance payment equal to two times the sum of his then in-effect base salary for 12 months plus the pro-rata portion of his target bonus, as well as an amount equal to COBRA premiums for 24 months. In addition, his outstanding equity awards with time-based vesting will vest in full. Payment of any such severance amounts would be conditioned upon Mr. From’s execution and non-revocation of a separation agreement in a form acceptable to the Company, which would include a customary release and certain restrictive covenants.
CFO Severance and Change in Control Agreement
On February 1, 2026, the Company entered into an Executive Severance and Change in Control Agreement (the “Romano Agreement”) with Sarah Romano, the Chief Financial Officer of the Company. Pursuant to the terms of the Romano Agreement, in the event that Ms. Romano is terminated without cause or resigns from her position for good reason, she will be entitled to receive a severance payment equal to six months of her then in-effect base salary plus the pro-rata portion of her target bonus, as well as an amount equal to COBRA premiums for six months. In the event that Ms. Romano is terminated without cause or resigns from her position for good reason within three months prior to or 12 months following a change in control, she will be entitled to receive a severance payment equal to two times the sum of her then in-effect base salary for six months plus the pro-rata portion of her target bonus, as well as an amount equal to COBRA premiums for 12 months. In addition, her outstanding equity awards with time-based vesting will vest in full. Payment of any such severance amounts would be conditioned upon Ms. Romano’s execution and non-revocation of a separation agreement in a form acceptable to the Company, which would include a customary release and certain restrictive covenants.
The foregoing descriptions of the From Amendment and the Romano Agreement are summaries and do not purport to be complete. Such descriptions are qualified in their entirety by reference to the text of the From Amendment and the Romano Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment to Executive Employment Agreement, dated as of February 2, 2026, between Vicarious Surgical Inc. and Stephen From | |
| 10.2 | Executive Severance and Change in Control Agreement, dated as of February 1, 2026, between Vicarious Surgical Inc. and Sarah Romano | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| VICARIOUS SURGICAL INC. | ||
| By: | /s/ Stephen From | |
| Name: | Stephen From | |
| Title: | Chief Executive Officer | |
Date: February 2, 2026
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