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): March 9, 2026 |
SPIRE GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39493 | 85-1276957 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
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8000 Towers Crescent Drive Suite 1100 |
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Vienna, Virginia |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (202) 301-5127 |
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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| Trading |
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Class A common stock, par value of $0.0001 per share |
| SPIR |
| The New York Stock Exchange |
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 9, 2026, the Board of Directors (the “Board”) of Spire Global, Inc. (the “Company”) approved an increase in the size of the Board from seven to eight members and appointed John Martinez as a director, effective March 9, 2026. Mr. Martinez will serve as a Class III director until the 2027 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.
The Board determined that Mr. Martinez qualifies as an independent director pursuant to the listing standards of the New York Stock Exchange (the “NYSE”) and the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Board has also appointed Mr. Martinez to serve on the Compensation Committee of the Board. Mr. Martinez will receive compensation for his service in accordance with the Company’s non-employee director compensation program described under “Director Compensation” in the Company’s definitive proxy statement filed with the SEC on April 22, 2025. As part of such compensation, on March 9, 2026, Mr. Martinez received an initial award of 26,570 restricted stock units pursuant to the Company’s 2021 Equity Incentive Plan (the “Initial Award”). The Initial Award is scheduled to vest in three equal installments on each of the one-, two-, and three-year anniversaries of the Initial Award’s grant date, in each case subject to his continued service to the Company through the applicable vesting date.
There are no arrangements or understandings between Mr. Martinez and any other persons pursuant to which Mr. Martinez was selected as a director of the Company. There are no relationships or related transactions between Mr. Martinez or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
Press Release
On March 11, 2026, the Company issued a press release announcing the appointment of Mr. Martinez to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits | Description |
99.1 | |
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 thereunto duly authorized.
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Date: | March 11, 2026 | By: | /s/ Theresa Condor |
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| Name: Title: | Theresa Condor President and Chief Executive Officer |