DAIO Data I O Corp

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))

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        □

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                    □

Items reported in this filing:

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Rajeev Gulati, Vice President and Chief Technology Officer of Data I/O Corporation (the “Company”), was terminated without cause effective December 1, 2024.  Provided Mr. Gulati enters into a waiver and release of claims acceptable to the Company, Mr. Gulati will receive severance payments equal to six months of his base salary totaling $127,500 as described in his Offer Letter with the Company, dated June 27, 2013. 

Michael Tidwell, Vice President of Marketing and Corporate Business Development of the Company, was terminated without cause effective December 1, 2024.  Provided Mr. Tidwell enters into a waiver and release of claims acceptable to the Company, Mr. Tidwell will receive severance payments equal to six months of his base salary totaling $125,000 as described in his Offer Letter with the Company, dated April 5, 2019. 

SIGNATURE

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.