UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON~~COMMISSIONWashington, 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): February 1217, 2026

Lite Strategy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41827	51-0407811
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
9920 Pacific Heights Blvd.,Suite 150
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive Offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: 858 369-7100

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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, $0.00000002 par value	LITS	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 52.02 DepartureResults of Directors;Operations Electionand ofFinancial Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersCondition.

On February 1217, 2026, atLite Strategy, Inc. (the ~~fiscal~~“Company”) ~~2026~~issued ~~Annual~~a ~~Meeting~~press ofrelease ~~Stockholders~~announcing (its financial results for the ~~Annual~~three ~~Meeting)~~and ofsix ~~Lite~~months ~~Strategy~~ended December 31, ~~Inc~~2025. ~~(the~~The ~~Company),~~text of the ~~Company’s~~press ~~stockholders~~release ~~approved~~is ~~the~~included ~~Company’s~~as ~~2026~~an ~~Omnibus~~exhibit ~~Equity~~to ~~Compensation~~this ~~Plan~~Current ~~(the~~Report ~~2026~~on ~~Equity~~Form ~~Plan)~~8-K. The ~~2026~~information ~~Equity~~in ~~Plan~~this ~~had~~Current ~~been~~Report ~~approved~~on byForm ~~the~~8-K, ~~Company’s~~including ~~Board~~Exhibit of99.1 ~~Directors~~attached onhereto, ~~December~~is ~~17,~~being ~~2025,~~furnished ~~subject~~and toshall ~~the~~not ~~approval~~be deemed “filed” for purposes of Section 18 of the ~~stockholders~~Securities Exchange Act of 1934, ~~and~~as ~~became~~amended ~~effective~~(the ~~upon~~“Exchange ~~approval~~Act”), or incorporated by reference in any filing under the ~~stockholders~~Securities onAct ~~February~~of 121933, ~~2026. The~~as ~~2026~~amended, ~~Equity~~or ~~Plan~~the isExchange ~~attached~~Act, ~~hereto~~regardless asof ~~Exhibit~~any 10general incorporation language in such filing.1.

ApprovalItem of the 2026 Equity Plan by the stockholders satisfied the contingency in the previously-disclosed grant under the 2026 Equity Plan to Mr9.01 FileFinancial ofStatements options (the “Replacement Options”) to purchase 455,000 shares of the Company’s common stock, $0.00000002 par value. The terms of the grant of the Replacement Options are described in the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 20, 2025, and are incorporated herein by referenceExhibits.

Item 5.07 Submission of Matters to a Vote of Security Holders.



Exhibit No.		Description

99.1		Press Release issued by Lite Strategy, Inc., dated February 17, 2026.

104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.

At the Annual Meeting held on February 12, 2026, there were represented, by proxy, 19,437,130 shares of the Company’s common stock, par value $0.00000002 per share (Common Stock), out of a total number of 36,785,397 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.SIGNATURES

~~Proposal~~Pursuant 1.to –the ~~Election~~requirements of ~~Director.~~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.

The following individuals, who were named as nominees in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve until the expiration of their terms in fiscal year 2029 and until their successor is elected and qualified. Information on the vote relating to the directors standing for election is set forth below:


			LITE STRATEGY, INC.

Date:	February 17, 2026	By:	/s/ Justin J. File
			Chief Executive Officer, Chief Financial Officer and Secretary

Nominee	For	Withheld	Broker Non-Votes
Mr. Justin J. File	7,554,160	4,779,999	7,102,971
Mr. Joshua Riezman	7,558,908	4,775,251	7,102,971

Proposal 2. – Advisory Vote on Executive Compensation.

Proposal 2 was to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement. The proposal was approved.

For		Against		Abstain		Broker Non-Votes
6,006,580		5,538,689		788,890		7,102,971

Proposal 3. – Ratification of Appointment of CBIZ CPAs.

Proposal 3 was to ratify the appointment of CBIZ CPAs, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending June 30, 2026. The proposal was approved.

For		Against		Abstain
18,939,953		430,917		66,260

Proposal 4. – Approval of Lite Strategy, Inc's 2026 Omnibus Equity Compensation Plan.

Proposal 4 was to approve the Company's 2026 Omnibus Equity Compensation Plan. The proposal was approved.

For		Against		Abstain		Broker Non-Votes
6,630,087		5,697,274		6,798		7,102,971

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Exhibit Title
10.1		Lite Strategy, Inc. 2026 Stock Omnibus Equity Compensation Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on December 30, 2025).

104 Cover Page Interactive Data File (formatted as inline XBRL)

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.

			LITE STRATEGY, INC.
Date:	February 12, 2026	By:	/s/ Justin J. File
			Justin J. FileChief Executive Officer, Chief Financial Officer and Secretary

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