Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Financial Officer Effective February 17, 2026, Mr. Joseph Nelson was appointed as the Chief Financial Officer of Deep Isolation, Inc., the wholly-owned operating subsidiary of Deep Isolation Nuclear, Inc. (the “Company”).…
Filed Feb 17, 2026Accepted Feb 17, 2026, 12:00 PM ESTCIK 1918080Accession 0001213900-26-017065
Deep Isolation (OTCQB: DBHL) is the first company to undertake development of technologies for nuclear waste disposal in deep boreholes. When commercialized, Deep Isolation’s solution will offer a unique approach to help countries identify, plan for and complete the necessary steps to dispose of their nuclear waste inventories. With over 100 patents issued to date, Deep Isolation’s technology is being designed to leverage proven drilling practices to allow safe isolation of waste deep underground in horizontal, vertical, or slanted borehole repositories. Deep Isolation’s Universal Canister System was developed through a three-year project funded by the U.S. Department of Energy’s Advanced Research Projects Agency - Energy and is engineered to support integrated management of spent fuel and high-level radioactive waste from legacy and advanced reactors across storage, transportation, and eventual disposal. In January 2026, Deep Isolation launched a full-scale, at-depth deep borehole Commercialization Pilot for its solution at Cameron, Texas, in collaboration with the Deep Borehole Demonstration Center, Halliburton (NYSE: HAL), Amentum (NYSE: AMTM), NAC International (TYO: 7004), and Occlusion Nuclear Solutions.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
Effective February 17, 2026, Mr. Joseph Nelson was appointed as the
Chief Financial Officer of Deep Isolation, Inc., the wholly-owned operating subsidiary of Deep Isolation Nuclear, Inc. (the “Company”).
The Company’s current principal financial officer, Mr. Rod Baltzer, will remain as the principal financial officer of the Company
until Mr. Nelson becomes fully familiar with the Company’s systems and processes.
Mr. Nelson, age 42, brings nearly 20 years of experience in a
diversified career covering capital markets, logistics, energy, infrastructure, and investor relations, which we believe will further
strengthen the Company’s executive leadership as it advances toward commercialization. Prior to joining the Company, Mr. Nelson
previously served as Chief Financial Officer of Delta Corp Holdings Limited since 2022, where he helped transform the business into a
fully integrated, multinational logistics and energy supply platform operating across 18 countries; built and expanded the global finance,
reporting, and control infrastructure required to support rapid growth; executed accretive strategic acquisitions; optimized working capital
and liquidity to fund expansion; and led the company’s transition from private to public ownership. Before that, Mr. Nelson served
as Head of Investor Relations for GasLog Ltd. and GasLog Partners LP. He began his career as an equity research analyst at Credit Suisse,
covering marine transportation and oilfield services equities and advising on IPO and M&A diligence. Mr. Nelson also currently serves
as an independent director for Myseum Inc., a privacy and social media technology company focused on innovative and creative user platforms.
Mr. Nelson, as Chief Financial Officer, will be one of the Company’s
named executive officers. Mr. Nelson does not have any family relationships with any director, executive officer or person nominated or
chosen by the registrant. There are no related party transactions between Mr. Nelson or any member of his immediate family and the Company
that would require disclosure under Item 404(a) of Regulation S-K.
The Company and Mr. Nelson entered into the Company’s standard
form of indemnification agreement. This agreement requires the Company to indemnify Mr. Nelson to the fullest extent permitted by applicable
law for certain liabilities to which he may become subject as a result of his service as an officer of the Company. The foregoing summary
of the indemnification agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the form indemnification agreement, a copy of which is filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with
the SEC on July 28, 2025.
Compensatory Arrangements of Chief Financial Officer
In connection with Mr. Nelson’s appointment to serve as Chief
Financial Officer, he and the Company entered into an executive employment agreement (the “Employment Agreement”). The Employment
Agreement provides for an initial term of three years with automatic annual renewal periods unless either party provides written notice
at least 90 days prior to the end of the initial or renewed term. Pursuant to the Employment Agreement, Mr. Nelson is entitled to an annual
base salary of $350,000, (ii) is eligible for a performance-based target bonus of 50% of his annual base salary, (iii) is eligible to
receive an annual equity award grant pursuant to the Company’s equity incentive plan and subject to the terms and conditions of
such plan; and (iv) may participate in the Company’s standard employee benefits program. Mr. Nelson also entered into the Company’s
Employee Confidential Information and Inventions Assignment Agreement.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On February 17, 2026, the Company issued a press release announcing
Mr. Nelson’s appointment. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 7.01 and in the accompanying
Exhibit 99.1 are being furnished and shall not be deemed “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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated
by reference in such filing.
Item 9.01 Financial Statements and
Exhibits.
Exhibit Description
Number
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99.1 Press Release, dated February 17, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ea027726801ex99-1_deep.htm
Exhibit 99.1
Nuclear Waste Disposal
Technology Provider Deep Isolation Appoints Joseph Nelson as Chief Financial Officer to Strengthen Commercial Readiness
Nelson’s two
decades of public company and capital markets expertise further strengthens Deep Isolation’s executive leadership as the Company
scales its deep borehole disposal technology
BERKELEY, CA, February
17, 2026 - Deep Isolation Nuclear, Inc. (“Deep Isolation” or the “Company”), a leading innovator in
nuclear waste disposal technology, today announced the appointment of Joseph Nelson as Chief Financial Officer. Mr. Nelson brings over
two decades of financial leadership, including raising billions in financing, executing multiple M&A transactions, and driving corporate
growth in the energy sector, further strengthening Deep Isolation’s executive leadership as it advances toward commercialization.
As Chief Financial Officer
of Delta Corp Holdings Limited, Nelson helped transform the business into a fully integrated, multinational logistics and energy supply
platform operating across 18 countries. He built and expanded the global finance, reporting, and control infrastructure required to support
rapid growth, executed st…