8-KLeadership ChangesRegulation FDExhibits & Filings

CrowdStrike Holdings, Inc. 8-K Report, Executive Changes (Dec 29, 2025)

Filed December 29, 2025For Securities:CRWD

Summary

CrowdStrike Holdings, Inc. (CRWD) announced a significant performance-based equity award to its President and CEO, George Kurtz. The award consists of 300,000 performance stock units (PSUs) with the potential to vest at 50% to 200% of the target based on the company's total stockholder return (TSR) relative to the S&P 500 over a three-year period, ending December 22, 2028. This structure aligns Mr. Kurtz's compensation directly with long-term shareholder value creation, with payouts ranging from zero to 600,000 shares depending on CrowdStrike's stock performance relative to 25% to 90% of S&P 500 companies. The decision to grant this award aims to retain Mr. Kurtz, incentivize him to achieve the company's ambitious $20 billion ARR target, and maintain alignment with stockholder interests amidst a dynamic cybersecurity market. The Board highlighted Mr. Kurtz's successful track record, including substantial revenue growth, improving profitability, and significant stock price appreciation since the IPO, as justification for this performance-based incentive. The award is structured to be entirely at risk, providing no guaranteed value and emphasizing the delivery of superior relative returns to shareholders.

Key Highlights

  • 1CEO George Kurtz awarded 300,000 performance stock units (PSUs) with a target payout.
  • 2PSU vesting is tied to CrowdStrike's Total Stockholder Return (TSR) relative to the S&P 500 over a three-year period (December 22, 2025 - December 22, 2028).
  • 3Payouts range from 50% of target (25th percentile TSR outperformance) to 200% of target (90th percentile or higher TSR outperformance).
  • 4Zero PSUs will be earned if CrowdStrike's TSR falls below the 25th percentile of the S&P 500.
  • 5The award is intended to incentivize long-term growth, retention of CEO Kurtz, and alignment with stockholder interests.
  • 6Specific provisions are included for 'change in control' scenarios and executive termination events.
  • 7The Board cited strong historical TSR performance (365% over the last three years, ranking in the 97th percentile) as justification for the performance-based award.

Frequently Asked Questions

The primary purpose is to incentivize and retain CEO George Kurtz, aligning his interests directly with CrowdStrike's stockholders. The award is designed to reward superior long-term stock performance relative to the S&P 500 and to motivate him to achieve the company's strategic growth objectives, including reaching $20 billion in Annual Recurring Revenue (ARR).

The number of PSUs earned will be based on CrowdStrike's Total Stockholder Return (TSR) compared to the TSR of companies in the S&P 500 Index over a three-year performance period. A target of 300,000 PSUs is set, which can be earned at 50% (threshold), 100% (target), or up to 200% (maximum) of the target, based on CrowdStrike's relative TSR percentile ranking. If performance is below the 25th percentile, no PSUs will be earned.

In the event of a change in control, the company's TSR performance will be measured as of the date of the transaction. Earned PSUs will be converted into the same consideration as common stockholders. Vesting of these converted awards is generally tied to Mr. Kurtz's continued service through the original performance period, though accelerated vesting occurs under specific circumstances, such as termination without cause or for good reason within a defined period around the change in control, or if the acquiring company does not assume the awards.

Yes, the award agreement includes provisions for termination. If Mr. Kurtz's employment is terminated by the Company without cause or by him for good reason before the performance period ends (and not in close proximity to a change in control), his earned PSUs will be determined based on actual performance up to his termination date and prorated for the elapsed period. For all other termination reasons, all PSUs are forfeited.