Form 8-K

8-K — Boost Run Inc.

Accession: 0001493152-26-045765

Filed: 2026-10-05

Period: 2026-09-29

CIK: 0002090646

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

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 — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002090646

2026-09-29

0002090646

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2026-09-29

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xbrli:shares

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): September 29, 2026

BOOST

RUN INC.

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-43277

39-4824850

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

400 Skokie Blvd., Ste. 725

Northbrook,

IL 60062

(Address

of principal executive offices)

(647)

487-3367

(Registrant’s

telephone number, including area code)

Revere Drive, Suite 200

Northbrook,

IL 60062

(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

Class A Common Stock, $0.0001 par value

BRUN

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 ☒

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.

RSU

Grants to Executive Officers

previously disclosed in the Company’s Registration Statement on Form S-4 (File No. 333-277476), as filed with the Securities and

Exchange Commission (the “SEC”) on March 6, 2024 and as amended, and the Company’s Registration Statement on Form S-8

(File No. 333-281048), as filed with the SEC on July 20, 2026 (the “S-8”), in connection with the business combination between

Willow Lane Acquisition Corp. and Boost Run Holdings, LLC (the “Business Combination”), the Company reserved 9,214,301 shares

of common stock (representing approximately 15% of the Company’s outstanding common stock at the time of the Business Combination)

for issuance under the Boost Run Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). On September 29, 2026, the Compensation

Committee of the Board of Directors of Boost Run Inc. (the “Company”) approved grants of time-based restricted stock units

(“RSUs”) under the 2026 Plan to Erik Guckel, the Company’s Chief Financial Officer, Harilaos Georgakopoulos, the Company’s

Chief Operating Officer, and Daniel Gormley-Rahn, the Company’s Chief Technology Officer. These individuals are executive officers

of the Company, and the awards therefore constitute material compensatory arrangements reportable under Item 5.02(e) of Form 8-K.

Mr.

Guckel, Mr. Georgakopoulos, and Mr. Gormley-Rahn were granted 2,890,000, 300,000, and 1,400,000 RSUs, respectively (the “Executive

RSUs”). The grant-date fair values of the Executive RSUs for Mr. Guckel, Mr. Georgakopoulos, and Mr. Gormley-Rahn were approximately

$48,118,500, $4,995,000, and $23,310,000, respectively, based on the closing price of the Company’s common stock on the grant date

of $16.65. Forty percent (40%) of Mr. Guckel’s Executive RSUs will vest on May 15, 2027, and the remaining sixty percent (60%)

will vest in eight substantially equal quarterly installments through June 15, 2029, in each case, subject to Mr. Guckel’s continued

service through each applicable vesting date. Mr. Georgakopoulos’s Executive RSUs will vest in substantially equal annual installments

on September 29, 2027, September 29, 2028, and September 29, 2029, subject to Mr. Georgakopoulos’s continued service through each

applicable vesting date. Mr. Gormley-Rahn’s Executive RSUs will vest in nine substantially equal quarterly installments beginning

May 15, 2027 and continuing through June 15, 2029, subject to Mr. Gormley-Rahn’s continued service through each applicable vesting

date.

Mr.

Guckel serves as the Company’s Chief Financial Officer. As previously disclosed in the Company’s Form S-4, Mr.

Guckel’s employment with the Company was a condition precedent to the closing of the Business Combination. The RSU award was

granted in recognition of Mr. Guckel’s outstanding leadership role related to the SPAC transaction and his extensive

responsibilities in establishing the Company’s finance function as a pre-transaction (founder) senior executive who held no founder shares. Mr. Gormley-Rahn serves as the Company’s Chief

Technology Officer. The RSU award was granted to provide additional incentive to Mr. Gormley-Rahn in connection with his leadership

over all of the Company’s GPU deployments and in preparation for him assuming expanded responsibilities within the

Company.

The

RSUs were granted pursuant to the 2026 Plan and a form of restricted stock unit award agreement (the “RSU Agreement”). Copies

of the RSU Agreements for Mr. Guckel, Mr. Georgakopoulos, and Mr. Gormley-Rahn are filed as Exhibits 10.1, 10.2, and 10.3, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the RSUs does not purport to

be complete and is qualified in its entirety by reference to such exhibits.

Cash

Recognition Award to Chief Operating Officer and Director

On September 29, 2026, the Compensation

Committee of the Board of Directors of the Company recommended, and the Board of Directors (acting through its disinterested directors)

approved, a one-time special cash recognition award in the aggregate amount of $1,000,000 (the “Cash Recognition Award”)

to Harilaos Georgakopoulos, the Company’s Chief Operating Officer and Director. Mr. Georgakopoulos recused himself from deliberation

and vote on the award. The Cash Recognition Award is a one-time special incentive award and is not granted under the Company’s

2026 Omnibus Incentive Plan.

The Cash Recognition Award is allocated

and payable in three installments as follows: (i) $500,000, payable on October 15, 2026; (ii) $300,000, payable on January 15, 2027;

and (iii) $200,000, payable on April 15, 2027 (each, a “Payment Date”). Payment of each installment is subject to Mr. Georgakopoulos’s

continued employment with the Company in good standing on the applicable Payment Date and his satisfactory performance of his duties

as Chief Operating Officer (or in another executive-level position) from the effective date of the award through each Payment Date.

If Mr. Georgakopoulos voluntarily resigns or is terminated for Cause prior to the twenty-four-month anniversary of the first

payment date, all unpaid installments will be forfeited and he will be required to repay the gross amount of any payments previously received.

If Mr. Georgakopoulos’s employment

terminates due to his death or disability, all unpaid installments will accelerate and become payable, subject to execution of a release

of claims. If the Company terminates Mr. Georgakopoulos’s employment without “Cause” (as defined in the award agreement)

during the twelve-month period following a “Change in Control” (as defined in the Company’s 2026 Omnibus Incentive

Plan), all unpaid installments will accelerate and become payable, subject to execution of a release of claims.

The Cash Recognition Award was made

pursuant to a Special Cash Recognition Award Agreement, dated as of September 29, 2026, between the Company and Mr. Georgakopoulos. A

copy of the Special Cash Recognition Award Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated

herein by reference. The foregoing description of the Cash Recognition Award does not purport to be complete and is qualified in its

entirety by reference to such exhibit.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

10.1

Restricted Stock Unit Award Agreement under the Boost Run Inc. 2026 Omnibus Incentive Plan (Erik Guckel)

10.2

Restricted Stock Unit Award Agreement under the Boost Run Inc. 2026 Omnibus Incentive Plan (Harilaos Georgakopoulos)

10.3

Restricted Stock Unit Award Agreement under the Boost Run Inc. 2026 Omnibus Incentive Plan (Daniel Gormley-Rahn)

10.4

Special Cash Recognition Award Agreement, dated as of September 29, 2026, by and between Boost Run Inc. and Harilaos Georgakopoulos

104

Cover Page Interactive File (the cover page XBRL tags are embedded in 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 hereunto duly authorized.

Dated:

October 5, 2026

BOOST RUN INC.

By:

/s/

Erik Guckel

Erik

Guckel

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

BOOST

RUN INC.

2026 OMNIBUS INCENTIVE PLAN

RESTRICTED

STOCK UNIT AWARD AGREEMENT

THIS

RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of September 29, 2026, (the “Grant

Date”) by and between Boost Run Inc., a Delaware corporation (the “Company”), and Erik Guckel (the “Participant”),

pursuant to the Boost Run Inc. 2026 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).

Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

WHEREAS,

the Company has adopted the Plan in order to grant Awards from time to time to certain key Employees, Directors and Consultants of the

Company and its Subsidiaries or Affiliates; and

WHEREAS,

the Participant is an Eligible Recipient as contemplated by the Plan, and the Administrator has determined that it is in the interest

of the Company to make this grant to the Participant.

NOW,

THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto

agree as follows:

Grant and Vesting of Restricted Stock Units.

(a) Shares

Subject to Award. As of the Grant Date, the Participant will be credited with 2,890,000 Restricted Stock Units. Each Restricted

Stock Unit is a notional amount that represents the right to receive one Share of Common Stock of the Company, subject to the terms

and conditions of the Plan and this Agreement, if and when the Restricted Stock Unit vests.

(b) Vesting.

Forty percent (40%) of the Restricted Stock Units shall vest on May 15, 2027. The remaining sixty percent (60%) of the Restricted

Stock Units shall vest in eight (8) substantially equal installments on each of September 15, 2027, December 15, 2027, March 15,

2028, June 15, 2028, September 15, 2028, December 15, 2028, March 15, 2029, and June 15, 2029, in each case, subject to the

Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee,

Director, or Consultant (“Service”), from the Grant Date through each applicable vesting date. For purposes of

this Agreement, the Vesting Start Date shall be September 29, 2026. Notwithstanding anything herein to the contrary, no Restricted

Stock Unit shall vest prior to the date on which a registration statement on Form S-8 with respect to the Shares has been filed. For

the avoidance of doubt, if the Participant incurs a change in status from an Employee to a Non-Employee Director or a Consultant of

the Company or an Affiliate before the Restricted Stock Units have vested, such change in status alone shall not constitute a

termination of Service for purposes of this Award.

2. Rights as a Stockholder; Dividend Equivalents.

(a) The Participant will not be entitled to vote in respect of any Restricted Stock Unit or

underlying Share, whether vested or unvested.

(b) If the Company declares a cash dividend on its Shares, then, on the payment date of the

dividend, the Participant will be credited with dividend equivalents equal to the amount of cash dividend per Share multiplied by

the number of Restricted Stock Units credited to the Participant through the record date. The dollar amount credited to the

Participant under the preceding sentence will be credited to an account (“Account”) established for the

Participant for bookkeeping purposes only on the books of the Company. The balance in the Account will be subject to the same terms

regarding vesting and forfeiture as the Participant’s Restricted Stock Units awarded under this Agreement, and will be paid in

cash in a single sum at the time that the Shares associated with the Participant’s Restricted Stock Units are delivered (or

forfeited at the time that the Participant’s Restricted Stock Units are forfeited).

3. Termination

of Service; Breach of Restrictive Covenants.

(a) Unvested

Portion Forfeited. Any portion of the Restricted Stock Units that is not vested as of the date of the Participant’s termination

of Service shall terminate and be cancelled immediately upon such termination, except as otherwise provided in this Section 3.

(b) Termination

without Cause or for Good Reason.

(i) In

the event that the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (if applicable)

outside of the twelve (12) month period following a Change in Control, the Participant shall vest in the greater of (i) fifty percent

(50%) of the Restricted Stock Units unvested as of the date of termination or (ii) a pro-rata portion of the Restricted Stock Units based

on the number of days of Service through the date of termination divided by the number of days in the applicable vesting period in which

the termination occurs. Any remaining unvested Restricted Stock Units shall be forfeited and cancelled as of the date of termination.

(ii) In

the event that the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (if applicable)

within the twelve (12) month period following a Change in Control, the Participant shall vest in any Restricted Stock Units that are

outstanding and unvested as of the date of termination.

due to Death or Disability. The Restricted Stock Units shall vest in full upon the Participant’s death or Disability prior

to the termination of the Participant’s Service.

(d) Termination

for Cause; Breach of Restrictive Covenants. In the event that (i) the Participant’s Service terminates for Cause (as defined

in the Plan) or (ii) the Participant breaches any written restrictive covenant agreement with the Company or a Subsidiary or Affiliate

thereof (whether prior to or after the termination of the Participant’s Service), all Restricted Stock Units held by the Participant,

whether vested or unvested, shall terminate and be cancelled immediately upon such termination of Service.

(e) Other

Termination of Service. In the event that the Participant’s Service terminates for any reason other than as described in Section

3(b), 3(c) or 3(d), any then-vested Restricted Stock Units shall remain outstanding and shall be paid out in accordance with their terms.

All unvested Restricted Stock Units shall be forfeited immediately upon such termination of Service, and the Participant shall have no

further rights with respect to such forfeited Restricted Stock Units.

Settlement. Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place, subject

to the satisfaction of applicable tax obligations, including, without limitation, the Company’s right to effect a mandatory “sell

to cover” transaction on the Participant’s behalf in accordance with Section 5 of this Agreement and Section 16 of the Plan.

Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit,

but in no case later than two and a half (2.5) months following the year in which the applicable vesting date occurred. Shares will be

credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant

will have full legal and beneficial ownership of the Shares at that time.

5. Tax

Withholding; Authorization of Mandatory Sale to Satisfy Tax Obligation. The Company or any Affiliate thereof shall, in accordance

with Section 16 of the Plan, have the power to withhold, or require the Participant to remit to the Company or such Affiliate thereof,

cash or Shares that are distributable to the Participant with respect to the Restricted Stock Units in an amount sufficient to satisfy

the federal, state, and local withholding tax requirements, both domestic and foreign, relating to such transaction, and the Company

or such Affiliate thereof may defer payment of cash or issuance of Shares until such requirements are satisfied; provided, however, that

such amount may not exceed the maximum statutory withholding rate. Without limiting the foregoing or the Company’s rights to satisfy

withholding obligations as described under Section 16 of the Plan, and notwithstanding anything to the contrary in this Agreement, the

Participant hereby authorizes the Company to satisfy the applicable tax withholding or remittance requirements by arranging, on the Participant’s

behalf, a mandatory sale (a “sell to cover” transaction) of a number of Shares issuable in respect of the Restricted Stock

Units sufficient to satisfy such applicable tax obligation and collecting and retaining the proceeds of such mandatory sale for remittance

to the appropriate tax or other governmental authority.

6. Nontransferability

of Awards. The Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, encumbered or otherwise

alienated or hypothecated, other than by will or by the laws of descent and distribution or, on such terms and conditions as the Administrator

shall establish, to a permitted transferee.

7. Beneficiary

Designation. The Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively)

by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all

prior designations by the Participant, shall be in a form reasonably prescribed by the Administrator, and will be effective only when

filed by the Participant in writing with the Administrator during his or her lifetime.

8. Adjustments.

The Shares subject to the Restricted Stock Units may be adjusted in any manner as contemplated by Section 5 of the Plan.

9. Requirements

of Law. The issuance of Shares following vesting of the Restricted Stock Units shall be subject to all applicable laws, rules

and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Shares shall

be issued upon vesting of any portion of the Restricted Stock Units granted hereunder if such issuance would result in a violation of

applicable law, including the U.S. federal securities laws and any applicable state or foreign securities laws.

10. No

Guarantee of Continued Service. Nothing in the Plan or in this Agreement shall interfere with or limit in any way the right of

the Company or an Affiliate thereof to terminate the Participant’s Service at any time or confer upon the Participant any right

to continued Service.

11. No

Rights as a Stockholder. Except as provided in Section 2 above or as otherwise required by law, the Participant shall not have

any rights as a stockholder with respect to any Shares covered by the Restricted Stock Units granted hereunder prior to the date on which

he or she is recorded as the holder of those Shares on the records of the Company.

12. Interpretation;

Construction. Any determination or interpretation by the Administrator under or pursuant to this Agreement shall be final and

conclusive on all persons affected hereby. Except as otherwise expressly provided in the Plan, in the event of a conflict between any

term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

13. Amendments.

The Administrator may, in its sole discretion, at any time and from time to time, alter or amend this Agreement and the terms and

conditions of any unvested Restricted Stock Unit, in whole or in part, including without limitation, amending the criteria for vesting

set forth in Section 1 hereof or substituting alternative vesting criteria; provided that such alteration, amendment, suspension or termination

shall not adversely alter or impair the rights of the Participant to the Restricted Stock Unit without the Participant’s consent.

The Company shall give written notice to the Participant of any such alteration or amendment of this Agreement as promptly as practicable

after the adoption thereof. This Agreement may also be amended by a writing signed by both the Company and the Participant.

14. Erroneously

Awarded Compensation. Notwithstanding any provision of the plan or in this Agreement to the contrary and in consideration of

receiving this Award, the Restricted Stock Units (including the gross amount of any proceeds, gains or other economic benefit the Participant

actually or constructively receives upon receipt of this Award, or the receipt or resale of any shares of Common Stock underlying this

Award or any other amounts or benefits as required by applicable law) shall be forfeited and/or clawed back, as determined by the Administrator,

upon the breach by the Participant of any restrictive covenants, or obligations of nondisparagement or confidentiality owed by the Participant

to the Company or any of its Affiliates; such Award or the receipt or resale of any shares of Common Stock underlying this Award, and

any proceeds, gains or other economic benefit thereto shall also be subject to any compensation recovery and/or recoupment policy that

may be adopted and amended from time to time by the Company to comply with applicable law, including, without limitation, Section 10D

of the Exchange Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities

exchange or national securities association on which Shares may be traded, or to comport with good corporate governance practices, as

such policies may be amended from time to time. Any such policy may subject a Participant’s Award and amounts paid or realized

with respect to Awards granted hereunder to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful

conduct occur, including an accounting restatement due to the Company’s material noncompliance with financial reporting regulations

or other events or wrongful conduct specified in any such clawback policy, as may be amended from time to time.

15. Miscellaneous.

(a) Volume

Trading Limitation. The Participant agrees that, without the prior written approval of the Company’s Chief Executive Officer

or other authorized officer, the Participant shall not sell, transfer, or otherwise dispose of, directly or indirectly, more than five

percent (5%) of the total trading volume of the Company’s common stock on any trading day, as reported on the principal securities

exchange on which the stock is listed (the “Volume Limitation”). This restriction applies to all equity securities

of the Company held by the Participant, including Shares issued pursuant to this Award, and covers all forms of direct or indirect disposition,

including sales through brokerage accounts, transfers by or through affiliated entities, and any derivative or hedging transactions that

are economically equivalent to a sale. The Volume Limitation is intended to promote orderly trading and may be modified, suspended, or

terminated by the Company at any time, in its sole discretion. This restriction is in addition to any limitations imposed by applicable

law, Company policies (including insider trading and disclosure policies), lock-up arrangements, or any other agreement to which the

Participant is subject. A violation of this restriction may result in disciplinary action by the Company, including, without limitation,

forfeiture of Shares, cancellation of unvested Awards, or other remedies, subject to applicable law. Nothing herein guarantees that a

market for the Company’s securities will exist or that the Participant will be able to sell such securities at any particular time

or price.

(b) Notices.

All notices, requests, demands, letters, waivers and other communications required or permitted to be given under this Agreement shall

be in writing and shall be deemed to have been duly given if delivered personally, emailed, mailed (certified or registered mail with

postage prepaid), sent by next-day or overnight mail or delivery, or sent by facsimile, as follows:

(i) If

to the Company:

Boost

Run Inc.

5 Revere Drive, Suite 200

Northbrook,

IL 60062

Attn: Harry Georgakopoulos, Chief Operating Officer

Email:

hg@boostrun.com

(ii) If

to the Participant, to the Participant’s last known home address, or to such other address as any party shall specify by notice

in writing to the Company.

All

such notices, requests, demands, letters, waivers and other communications shall be deemed to have been received (v) if by personal delivery

on the day after such delivery, (w) if by certified or registered mail, on the fifth business day after the mailing thereof, (x) if by

next-day or overnight mail or delivery, on the date delivered, (y) if by facsimile, on the day sent, provided confirmation of transmission

is received; and (z) if by email, on the date sent, provided that no automated bounce-back or failure notice is received.

Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective

successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than

the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect

of any agreement or any provision contained herein.

(d) No

Guarantee of Future Awards. This Agreement does not guarantee the Participant the right to or expectation of future Awards under

the Plan or any future plan adopted by the Company.

(e) Waiver.

No waiver of any provision of this Agreement will constitute or be deemed to constitute a waiver of any other provision of this Agreement,

nor will any such waiver constitute a continuing waiver unless otherwise expressly provided.

(f) Entire

Agreement. This Agreement, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter

of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter

(provided, that this Agreement shall not supersede any written employment agreement or other written agreement between the Company and

the Participant, including, but not limited to, any written restrictive covenant agreements).

(g) Severability.

If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any

court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of

such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not

be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.

(h) Code

Section 409A Compliance. The Restricted Stock Units are intended to be exempt from or comply with the requirements of Code Section

409A and this Agreement shall be interpreted accordingly. Notwithstanding any provision of this Agreement, to the extent that the Administrator

determines that any portion of the Restricted Stock Units granted under this Agreement is subject to Code Section 409A and fails to comply

with the requirements of Code Section 409A, notwithstanding anything to the contrary contained in the Plan or in this Agreement, the

Administrator reserves the right to amend, restructure, terminate or replace such portion of the Restricted Stock Units in order to cause

such portion of the Restricted Stock Units to either not be subject to Code Section 409A or to comply with the applicable provisions

of such section.

(i) Applicable

Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the law

that might be applied under principles of conflict of laws.

(j) Waiver

of Jury Trial. Each of the parties hereto hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim

arising out of or relating to this Agreement.

(k) Section

and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect

the meaning or interpretation of this Agreement.

(l) Counterparts;

Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original

and all of which together shall be deemed to be one and the same instrument. The facsimile, email, or other electronically delivered

signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed

to constitute duplicate originals.

(m) Electronic

Acceptance and Delivery. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has

read and understands the terms and provisions thereof and accepts the Restricted Stock Units subject to all of the terms and conditions

of the Plan and this Agreement. Notwithstanding anything in this Agreement or in the Plan to the contrary, the Administrator hereby reserves

the right, in its sole discretion, to terminate or cancel the Restricted Stock Units if the Participant fails to accept this Agreement

on or prior to sixty (60) days from the Grant Date. By executing this Agreement, the Participant hereby consents to the delivery of information

(including information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company, the

Plan, the Restricted Stock Units and the Shares via Company web site or other electronic delivery.

[Signature

Page Follows]

WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the date first above written.

BOOST

RUN INC.

By:

/s/

Andrew Karos

Name:

Andrew

Karos

Title:

CEO

PARTICIPANT

/s/ Erik Guckel

Name:

Erik

Guckel

A-1

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

BOOST

RUN INC.

2026

OMNIBUS INCENTIVE PLAN

RESTRICTED

STOCK UNIT AWARD AGREEMENT

THIS

RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of September 29, 2026, (the “Grant

Date”) by and between Boost Run Inc., a Delaware corporation (the “Company”), and Harilaos Georgakopoulos

(the “Participant”), pursuant to the Boost Run Inc. 2026 Omnibus Incentive Plan, as in effect and as amended from

time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms

in the Plan.

WHEREAS,

the Company has adopted the Plan in order to grant Awards from time to time to certain key Employees, Directors and Consultants of the

Company and its Subsidiaries or Affiliates; and

WHEREAS,

the Participant is an Eligible Recipient as contemplated by the Plan, and the Administrator has determined that it is in the interest

of the Company to make this grant to the Participant.

NOW,

THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein and in the Plan, the parties hereto

agree as follows:

1. Grant

and Vesting of Restricted Stock Units.

(a) Shares

Subject to Award. As of the Grant Date, the Participant will be credited with 300,000 Restricted Stock Units. Each Restricted Stock

Unit is a notional amount that represents the right to receive one Share of Common Stock of the Company, subject to the terms and conditions

of the Plan and this Agreement, if and when the Restricted Stock Unit vests.

(b) Vesting.

The Restricted Stock Units shall vest in substantially equal annual installments on each of the first three (3) anniversaries of the

Vesting Start Date, in each case, subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate

thereof, as applicable, whether as an Employee, Director, or Consultant (“Service”), from the Grant Date through each

applicable vesting date. For purposes of this Agreement, the Vesting Start Date shall be September 29, 2026. Notwithstanding anything

herein to the contrary, no Restricted Stock Unit shall vest prior to the date on which a registration statement on Form S-8 with respect

to the Shares has been filed. For the avoidance of doubt, if the Participant incurs a change in status from an Employee to a Non-Employee

Director or a Consultant of the Company or an Affiliate before the Restricted Stock Units have vested, such change in status alone shall

not constitute a termination of Service for purposes of this Award.

2. Rights

as a Stockholder; Dividend Equivalents.

(a) The

Participant will not be entitled to vote in respect of any Restricted Stock Unit or underlying Share, whether vested or unvested.

(b) If

the Company declares a cash dividend on its Shares, then, on the payment date of the dividend, the Participant will be credited with

dividend equivalents equal to the amount of cash dividend per Share multiplied by the number of Restricted Stock Units credited to the

Participant through the record date. The dollar amount credited to the Participant under the preceding sentence will be credited to an

account (“Account”) established for the Participant for bookkeeping purposes only on the books of the Company. The

balance in the Account will be subject to the same terms regarding vesting and forfeiture as the Participant’s Restricted Stock

Units awarded under this Agreement, and will be paid in cash in a single sum at the time that the Shares associated with the Participant’s

Restricted Stock Units are delivered (or forfeited at the time that the Participant’s Restricted Stock Units are forfeited).

3. Termination

of Service; Breach of Restrictive Covenants.

(a) Unvested

Portion Forfeited. Any portion of the Restricted Stock Units that is not vested as of the date of the Participant’s termination

of Service shall terminate and be cancelled immediately upon such termination, except as otherwise provided in this Section 3.

(b) Termination

without Cause or for Good Reason.

(i) In

the event that the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (if applicable)

outside of the twelve (12) month period following a Change in Control, the Participant shall vest in a pro-rata portion of the Restricted

Stock Units based on the number of days of Service through the date of termination divided by the number of days in the applicable vesting

period in which the termination occurs. Any remaining unvested Restricted Stock Units shall be forfeited and cancelled as of the date

of termination.