DBHL 8-K
Deep Isolation Nuclear, Inc. (DBHL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 7.01 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 Number |
Description | |
| 99.1 | Press Release, dated February 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DEEP ISOLATION NUCLEAR, INC. | ||
| Date: February 17, 2026 | By: | /s/ Rodney Baltzer |
| Rodney Baltzer | ||
| President and Chief Executive Officer | ||
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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 strategic acquisitions that added more than $300 million in annual revenues, and optimized working capital and liquidity to fund expansion. He also led the company’s transition from private to public ownership and secured over $215 million in capital to fund continued growth.
Earlier in his career, Nelson served as Head of Investor Relations for GasLog Ltd. (NYSE: GLOG) and GasLog Partners LP (NYSE: GLOP), where he helped raise more than $2 billion in capital across equity, bond, and commercial bank markets and played a leadership role in the company’s successful sale to BlackRock’s Global Energy and Power Infrastructure team. He began his career as an equity research analyst at Credit Suisse, covering energy and transportation companies and advising on IPO and M&A diligence.
“With our full-scale demonstration program now underway, Joe’s extensive public company and capital markets experience makes him uniquely qualified to lead our finance organization as we transition to a publicly listed company,” said Rod Baltzer, President and CEO of Deep Isolation. “His proven track record in financial management, capital raising, and strategic planning will be invaluable as we progress toward full-scale demonstration and commercial deployment of our innovative deep borehole disposal technology.”
“I am excited to join Deep Isolation at such an important inflection point,” said Nelson. “The company’s deep borehole technology offers a pragmatic and scalable solution to one of the nuclear industry’s most pressing challenges. I look forward to working with Rod and the entire team to optimize the financial infrastructure that will support Deep Isolation’s mission and position the company as an industry leader.”
Nelson’s appointment comes as Deep Isolation accelerates its momentum. Just weeks after launching its full-scale demonstration program at the Deep Borehole Demonstration Center near Cameron, Texas, the Company is continuing to strengthen its executive team as it prepares for the next phase of public listing and commercial readiness.
Nelson’s financial leadership experience, together with the expertise brought by newly appointed General Counsel Paula Whitten-Doolin and Board Director Ralph L. Hunter, expands the Company’s capacity to manage relationships across the regulatory, financial, and commercial stakeholder groups essential to bringing Deep Isolation’s nuclear waste disposal technology to commercial deployment.
About Deep Isolation
Deep Isolation 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 uniquely tailored solution to help countries identify, plan for and complete the necessary steps to dispose of their nuclear waste inventories. With 91 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 waste from advanced reactors across storage, transportation and eventual disposal.
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For more information, visit: deepisolation.com
Media Contact:
Sophie McCallum
Investor Contact:
Caldwell Bailey
Forward-Looking Statements
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements regarding our plans, objectives and expectations for our business, the future growth of our business and the nuclear energy and nuclear waste disposal industries as a whole, and future benefits expected to arise from our strategic partnerships. In certain cases, forward-looking statements can be identified by the use of words and phrases or variations of words and phrases or statements such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions. Forward-looking statements are based on management’s belief and assumptions, including current expectations and projections about future events and trends, and on information currently available to management.
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Forward-looking statements in this or any other news release are subject to a number of risks, uncertainties, and assumptions that could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks, uncertainties, and assumptions are subject to a number of factors, including, among others: the failure of a market to develop for our deep borehole disposal solutions as quickly as we expect or at all; a failure of demand for our solution to develop sufficiently; regulatory and legal developments, including issues relating to obtaining regulatory approvals or permissions on the timelines we expect or at all; our lack of profitability; delays or failure in our initiative to complete a full-scale, at-depth demonstration of our Universal Canister System and our deep borehole solution; our failure to enter into contracts with customers or, once we do enter into contracts, to continue such contractual relationships or to receive new contract awards; our dependency on governmental contracts and awards; our failure to manage our growth effectively or to execute our business plan; a failure to sustain and expand relationships with governmental entities and strategic partners; failure in the assumptions or analyses we have used in supporting forecasts or plans; our inability to commercialize our products at scale; the development or deployment of other technologies or solutions supplanting or competing with our technologies; challenges to our intellectual property; failures to protect, maintain, enforce, and enhance our intellectual property, and claims by others of intellectual property infringement; political and public perceptions of nuclear energy, including perceptions as to accidents or other high-profile events involving nuclear power facilities or radioactive materials; our liquidity and ability to raise capital; any inability to control operating and project costs and project delays or other project-related problems; security (including cybersecurity) breaches or disruptions; geopolitical, macroeconomic, domestic events or crises, including supply chain disruptions and other risks and uncertainties outside of our control; weather and effects of climate change; and litigation or legal proceedings that may be brought against us.
The foregoing is not an exhaustive list of all the factors that may cause any forward-looking statements to prove inaccurate or our actual results to differ materially from our expectations and forecasts. Moreover, we operate in a highly regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements, and we cannot guarantee future results, performance, or achievements. Accordingly, readers should not place undue reliance on forward-looking statements. We undertake no obligation to update any forward-looking statements for any reason after the date of this release or to conform these statements to actual results or revised expectations, except as required by law.
Additional information concerning the factors above and other factors will be found in the Company’s public filings with the Securities and Exchange Commission (the “SEC”), including the sections titled “Forward-Looking Statements” and “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the SEC on November 14, 2025 and in filings with the SEC that will be made. The Company’s SEC filings are available free of charge at www.sec.gov filed or upon written request to Deep Isolation Nuclear at [email protected].
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