zSpace Inc

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)February 13, 2025

zSpace, Inc.

(Exact name of registrant as specified in charter)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.☐

On February 13, 2025, the Board of Directors (the “Board”) of zSpace, Inc. (the “Company”), based on the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved a base salary increase for each of Paul Kellenberger, Chief Executive Officer of the Company, Erick DeOliveira, Chief Financial Officer of the Company, Michael Harper, Chief Product, Engineering and Marketing Officer of the Company, and Ron Rheinheimer, Chief Sales Officer of the Company (collectively, the “NEOs”), with such increase to be effective as of March 1, 2025.

In approving the compensation changes for the NEOs, the Board and the Compensation Committee considered, among other factors, the compensation practices, trends and data from comparable companies as identified by the Compensation Committee and an independent compensation consultant engaged by the Compensation Committee, and adjusted the NEO’s compensation to move toward the 50th percentile of public company peers.

Effective March 1, 2025, Mr. Kellenberger’s annual base salary will be increased to $500,000 (an increase of 25%), Mr. DeOliveira’s annual base salary will be increased to $400,000 (an increase of 33.3%), Mr. Harper’s annual base salary will be increased to $400,000 (an increase of 23%), and Mr. Rheinheimer’s annual base salary will be increased to $300,000 (an increase of 20%).

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.