Global AI ends CEO employment pact, CEO stays on

Global AI, Inc. discloses that it has terminated the previously agreed Executive Employment Agreement with Chief Executive Officer and Chairman Darko Horvat, while he continues serving as a non-employee CEO.

Rhea-AI Filing Summary

Global AI, Inc. discloses that it has terminated the previously agreed Executive Employment Agreement with Chief Executive Officer and Chairman Darko Horvat, while he continues serving as a non-employee CEO.

The original agreement, effective September 1, 2025, had provided a $650,000 annual base salary, an annual incentive targeted at 50% of base salary, and significant equity incentives, including time-based and milestone-based stock options each equal to 2.5% of outstanding equity, plus market capitalization RSU milestone awards valued between $18.75 million and $37.5 million, as well as a sale bonus equal to 1% of enterprise value upon a qualifying change of control.

Global AI and Mr. Horvat later agreed to terminate this employment arrangement and documented it in a Termination and Release Agreement dated May 13, 2026, which deems the employment agreement terminated as of September 19, 2025. Mr. Horvat has continued to serve as Chief Executive Officer in a non-employee capacity following this change.

Insights

Corporate governance and executive compensation analyst

Global AI unwinds a rich CEO pay package while keeping the same leader.

Global AI, Inc. initially agreed to a substantial compensation package for CEO Darko Horvat, including a $650,000 salary, a 50% target bonus, equity equal to a total of 5% of outstanding equity, large RSU milestones valued between $18.75 million and $37.5 million, and a 1% change-of-control sale bonus.

The company and Mr. Horvat subsequently decided to terminate that Executive Employment Agreement and formalized this in a Termination and Release Agreement dated May 13, 2026, retroactive to September 19, 2025. He remains CEO on a non-employee basis, indicating leadership continuity but a different economic arrangement.

This change adjusts potential dilution and cash obligations tied to the prior package, but the filing does not describe any new compensation terms, so the net economic impact for shareholders will depend on future arrangements disclosed in later filings.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO base salary: $650,000 per year Target annual incentive: 50% of base salary Time-based options: 2.5% of outstanding equity +5 more

8 metrics

CEO base salary $650,000 per year Initial annual base salary under Executive Employment Agreement

Target annual incentive 50% of base salary CEO annual incentive compensation target

Time-based options 2.5% of outstanding equity Time-based stock option grant vesting over four years

Milestone-based options 2.5% of outstanding equity Milestone-based stock option grant vesting over four years

RSU milestone value (low end) $18.75 million Market capitalization RSU awards upon achieving thresholds

RSU milestone value (high end) $37.5 million Higher market capitalization RSU awards upon achieving thresholds

Sale bonus 1% of enterprise value Bonus on consummation of qualifying change of control

Termination Agreement date May 13, 2026 Date of Termination and Release Agreement

Key Terms

Executive Employment Agreement, Termination and Release Agreement, time-based stock option, milestone-based stock option, +2 more

6 terms

Executive Employment Agreement financial

"Global AI, Inc. and Darko Horvat entered into an Executive Employment Agreement"

Termination and Release Agreement regulatory

"memorialized this understanding in the Termination and Release Agreement, dated as of May 13, 2026"

time-based stock option financial

"Time-based stock option grant equal to 2.5% of outstanding equity, vesting over four years"

milestone-based stock option financial

"Milestone-based stock option grant equal to 2.5% of outstanding equity, vesting over four years upon achievement of performance milestones"

restricted stock unit financial

"Market capitalization restricted stock unit milestone grants, with awards valued at $18.75 million to $37.5 million"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

change of control transaction financial

"a sale bonus equal to 1% of enterprise value upon consummation of a qualifying change of control transaction"

A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.

FAQ

What executive compensation changes does Global AI (GLAI) report in this 8-K?

Global AI reports terminating CEO Darko Horvat’s Executive Employment Agreement. That agreement had included a $650,000 base salary, a 50% target bonus, equity equal to 5% of outstanding equity, large RSU milestone awards, and a 1% sale bonus on change of control.

Does Darko Horvat remain CEO of Global AI (GLAI) after terminating his employment agreement?

Yes, Darko Horvat continues to serve as Chief Executive Officer of Global AI. The company states he will serve as a non-employee CEO after the Executive Employment Agreement was terminated and replaced by a Termination and Release Agreement dated May 13, 2026.

What were the key salary and bonus terms for the Global AI (GLAI) CEO agreement?

The Executive Employment Agreement provided CEO Darko Horvat a $650,000 initial annual base salary and eligibility for annual incentive compensation targeted at 50% of base salary, contingent on performance against key performance indicators set by the Board of Directors.

What equity incentives were included in Global AI’s (GLAI) original CEO package?

The original package included a time-based stock option grant equal to 2.5% of outstanding equity, a milestone-based option grant equal to another 2.5%, and market capitalization RSU milestone awards valued between $18.75 million and $37.5 million, subject to Board approval and liquidity conditions.

What change-of-control benefits were contemplated for the Global AI (GLAI) CEO?

The agreement entitled CEO Darko Horvat to a sale bonus equal to 1% of enterprise value upon completion of a qualifying change of control transaction that met a pre-determined enterprise value threshold, effectively aligning a payout with a successful sale of the company.

How did Global AI (GLAI) formalize the end of the CEO employment agreement?

Global AI and Darko Horvat entered into a Termination and Release Agreement dated May 13, 2026. This agreement deemed the original Executive Employment Agreement terminated as of September 19, 2025 and is filed as Exhibit 10.1 to the report.

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Accepted by SEC EDGAR 05/19/2026 - 05:12 PM Learn about SEC filing dates

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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): May 13, 2026

GLOBAL AI, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-163439		26-4170100
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

110 Front Street, Suite 300, Jupiter, FL 33477

(Address of principal executive offices) (Zip code)

(561) 240-0333

(Registrant’s telephone number, including area code)

N/A

(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.)

☐	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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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. ☐

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

As previously disclosed, on September 19, 2025, Global AI, Inc. (the “Company”) and Darko Horvat, the Company’s Chief Executive Officer and Chairman of the Board and a significant stockholder of the Company, entered into an Executive Employment Agreement (the “Horvat Agreement”), effective as of September 1, 2025. Pursuant to the terms of the Horvat Agreement, the Company agreed to pay Mr. Horvat an initial annual base salary of $650,000. Mr. Horvat was also eligible for annual incentive compensation targeted at 50% of base salary, subject to performance against key performance indicators established by the Board of Directors.

The Horvat Agreement also provided for equity incentives, including:

	●	Time-based stock option grant equal to 2.5% of outstanding equity, vesting over four years with a one-year cliff;
	●	Milestone-based stock option grant equal to 2.5% of outstanding equity, vesting over four years upon achievement of performance milestones; and
	●	Market capitalization restricted stock unit milestone grants, with awards valued at $18.75 million to $37.5 million upon achievement of certain market capitalization thresholds, subject to Board approval and liquidity conditions.

In addition, Mr. Horvat was entitled to a sale bonus equal to 1% of enterprise value upon consummation of a qualifying change of control transaction with a pre-determined enterprise value.

Shortly after entering into the Horvat Agreement, the Company and Mr. Horvat determined that they wished to terminate the Horvat Agreement, although Mr. Horvat would continue to serve as a non-employee Chief Executive Officer. The Company and Mr. Horvat memorialized this understanding in the Termination and Release Agreement, dated as of May 13, 2026, by and between the Company and Mr. Horvat (the “Termination Agreement”). Pursuant to the Termination Agreement, the termination of the Horvat Agreement was deemed effective as of September 19, 2025.

Mr. Horvat continued to serve as Chief Executive Officer following termination of the Horvat Agreement and entry into the Termination Agreement.

The foregoing description of the Termination Agreement is qualified in its entirety by reference to the complete terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Termination and Release Agreement, dated as of May 13, 2026, by and between the registrant and Darko Horvat.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	GLOBAL AI, INC.
Dated: May 19, 2026	By:	/s/ Darko Horvat
	Name:	Darko Horvat
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 78.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB