Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Consulting Agreement

On April 1, 2026, Accuray Incorporated (the "Company") entered into a letter agreement amendment (the "Amendment") to the Consulting Agreement with Dedication Capital, LLC (an affiliate of Steven F. Mayer, a member of the board of directors of the Company), dated October 18, 2025 (together with the Amendment, the "Consulting Agreement").

Pursuant to the Amendment, the cash compensation payable under the Consulting Agreement was reduced and certain equity vesting terms were modified. Specifically, each of the following was reduced by 50%: (1) the Base Consulting Fee (as defined in the Consulting Agreement) for the period after March 31, 2026 through October 31, 2026, (2) the minimum amount payable with respect to the cash incentive award payable for the Company's fiscal year ended June 30, 2026, and (3) the minimum amount payable with respect to the mid-year cash incentive award for the Company's fiscal quarter ended September 30, 2026. In addition, the time-based vesting component of each restricted stock award was deemed to be satisfied as of April 1, 2026 with respect to 916,336 shares of the Initial Restricted Shares (as defined in the Consulting Agreement) and 100% of the PSAs (as defined in the Consulting Agreement), and the End Date (as defined in the Consulting Agreement) was extended to October 31, 2026. The remaining 333,004 Initial Restricted Shares will vest as of October 31, 2026 in accordance with the applicable equity plan documents. The Amendment is expected to result in at least $362,500 in cash savings to the Company.

The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto.