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): April 22, 2015

EXA CORPORATION

(Exact Name of Registrant as Specified in Charter)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On April 22, 2015, we entered into employment agreements with Stephen Remondi, our President and Chief Executive Officer, and Richard Gilbody, our Chief Financial Officer, regarding the terms of their continued employment by us. Pursuant to the terms of the employment agreements, each of Messrs. Remondi and Gilbody will continue to receive his current base salary, subject to annual review by our Compensation Committee, and continue to be eligible to participate in our annual incentive plans on substantially the same terms as our other executives.

Pursuant to the terms of the employment agreements, in the event that either of Messrs. Remondi’s or Gilbody’s employment with us is involuntarily terminated by us without Cause (as defined in the agreement) or by either of them for Good Reason (as defined in the agreement) not in connection with a Change in Control (as defined in the agreement), we will continue to pay the affected individual for six months of his base salary, plus, in the event that he elects COBRA continuation coverage, payment of his COBRA premiums on the same cost-sharing basis as during employment.

In the event that there is a Change in Control and, within two years after the Change in Control, either of Messrs. Remondi’s or Gilbody’s employment with us is terminated, by either of them for Good Reason or involuntarily by us without Cause, we will pay the affected individual a single lump sum amount equal to twelve months of his base salary and the target bonus for which he is eligible, plus, in the event that he elects COBRA continuation coverage, payment of his COBRA premiums on the same cost-sharing basis as during employment. The vesting of all time-based equity incentives will accelerate in full upon the affected individual’s termination by us without Cause or by him for Good Reason. Any performance-based awards held by the affected individual for any current or future fiscal year will be deemed to be fully earned upon a Change in Control and will convert to time-based options that cliff vest two years after the award’s date of grant.

The employment agreements also contain customary terms regarding confidentiality, the assignment to us of intellectual property developed by Messrs. Remondi and Gilbody during the term of the employment by us, non-solicitation and non-disparagement.

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 thereunto duly authorized.

Date: April 28, 2015