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Executive pay shifts at Safe Pro Group (NASDAQ: SPAI) with revenue-based options

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Safe Pro Group Inc. updated executive compensation by granting performance-based stock options and amending its Chief Financial Officer’s contract. On May 27, 2026, the board approved options with a five-year term and a $4.50 exercise price for the CFO and CEO, tied to revenue milestones from $5 million to $25 million.

CFO Theresa Carlise received options for 150,000 shares, while CEO Daniyel Erdberg received options for 750,000 shares split between two equity plans. The CFO’s amended agreement adds a $1,000 monthly home office allowance, higher bonus potential with a guaranteed minimum bonus, severance of six months’ base salary for certain terminations, and enhanced cash and medical benefits upon a qualifying change in control.

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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, and exhibit attachments filed with this report.
Option term 5 years Executive stock options expiring May 27, 2031
Option exercise price $4.50 per share CFO and CEO performance-based stock options
CFO option grant 150,000 shares Options under 2025 Equity Incentive Plan
CEO total option grant 750,000 shares 460,500 under 2025 Plan, 289,500 under 2022 Plan
Revenue milestones $5M–$25M Cumulative gross revenue targets for vesting tranches
Home office allowance $1,000 per month CFO monthly home office allowance
CFO target annual bonus 100% of base salary With 25% minimum guaranteed bonus
CFO severance on change in control 12 months base salary Lump-sum payment plus pro-rated bonus and medical
performance-based stock options financial
"approved grants, under the Company’s 2025 ... of performance-based stock options to certain executive officers"
Change in Control financial
"in the event of a Change in Control, Change-in-Control Severance Payments consisting of"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"severance payment equal to six months of Base Salary in the event of a termination without Cause or resignation for Good Reason"
severance payment financial
"a severance payment equal to six months of Base Salary in the event of a termination"
Equity Incentive Plan financial
"under the Company’s 2025 Safe Pro Group Equity Incentive Plan (the “2025 Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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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 27, 2026

 

Safe Pro Group Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware   001-42261   87-4227079
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File No.)   Identification No.)

 

18305 Biscayne Blvd., Suite 222

Aventura, Florida 33160

(Address of principal executive offices)

 

Registrant’s Telephone Number, including area code: (786) 409-4030

 

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))

 

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. ☐

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   SPAI   The NASDAQ Stock Market LLC

 

 

 

 

 

 

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

 

(e) Compensatory Arrangements of Certain Officers

 

Executive Officer Stock Option Awards.

 

On May 27, 2026, the Board of Directors (the “Board”) and the Compensation Committee (the “Compensation Committee”) of Safe Pro Group Inc. (the “Company”) approved grants, under the Company’s 2025 Safe Pro Group Equity Incentive Plan (the “2025 Plan”) and the Company’s 2022 Stock Incentive Plan (the “2022 Plan”), of performance-based stock options to certain executive officers of the Company. The options have a five-year term expiring May 27, 2031, and have an exercise price of $4.50.

 

In connection with the equity awards, Theresa Carlise, the Company’s Chief Financial Officer, was granted options to purchase 150,000 shares of the Company’s common stock under the 2025 Plan, and Daniyel Erdberg, the Company’s Chief Executive Officer, was granted options to purchase 750,000 shares of the Company’s common stock, consisting of 460,500 shares under the 2025 Plan and 289,500 shares under the 2022 Plan.

 

The options granted to Ms. Carlise will vest in five equal installments of 30,000 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively. The options granted to Mr. Erdberg under the 2025 Plan will vest in five equal installments of 92,100 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively. The options granted to Mr. Erdberg under the 2022 Plan will vest in five equal installments of 57,900 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively.

 

The options are subject to the terms and conditions of the Plan and the Company’s form of stock option agreement.

 

Amendment No. 4 to Employment Agreement of Chief Financial Officer.

 

In addition, on May 27, 2026, the Company entered into Amendment No. 4 to the Employment Agreement dated June 22, 2023, as previously amended, with Theresa Carlise, the Company’s Chief Financial Officer. The amendment provides for the following modifications to Ms. Carlise’s compensation and termination provisions:

 

(i) a monthly home office allowance of $1,000;

 

(ii) an annual target cash bonus opportunity of 100% of one year’s Base Salary, at the discretion of the Compensation Committee, with a minimum guaranteed annual cash bonus of 25% of one year’s Base Salary;

 

(iii) a severance payment equal to six months of Base Salary in the event of a termination without Cause or resignation for Good Reason; and

 

(iv) in the event of a Change in Control, Change-in-Control Severance Payments consisting of (a) a pro-rated annual cash bonus for the year in which the termination date occurs, (b) a lump sum cash payment equal to twelve months of Base Salary, and (c) monthly medical payment amounts continuing until the earlier of twelve months following the termination date or the date on which the Executive becomes employed by a third party and becomes eligible to participate in such third party’s group health plan.

 

The foregoing summary of Amendment No. 4 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 4, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Amendment No. 4 to Employment Agreement, dated May 27, 2026, between Safe Pro Group Inc. and Theresa Carlise
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.

 

Date: May 29, 2026

 

  SAFE PRO GROUP INC.
     
  By: /s/ Daniyel Erdberg
    Daniyel Erdberg
    Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What new stock options did Safe Pro Group (SPAI) grant its CFO and CEO?

Safe Pro Group granted performance-based stock options with a $4.50 exercise price. CFO Theresa Carlise received 150,000 options, and CEO Daniyel Erdberg received 750,000 options split between two equity plans, vesting upon specific cumulative gross revenue milestones.

How do the new Safe Pro Group (SPAI) options for executives vest?

The options vest in five equal installments tied to revenue goals. Each tranche vests when Safe Pro Group reaches cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, aligning executive rewards with growth in company sales.

What changes were made to the Safe Pro Group (SPAI) CFO’s cash bonus?

The CFO’s target annual cash bonus is now 100% of base salary. The Compensation Committee decides the actual amount, but the amendment guarantees a minimum annual bonus equal to 25% of one year’s base salary, increasing potential variable cash compensation.

What severance protections does the Safe Pro Group (SPAI) CFO now have?

If terminated without Cause or resigning for Good Reason, the CFO receives six months of base salary. This severance provision offers income protection during employment transitions linked to company decisions or qualifying changes in role or circumstances.

What benefits does the Safe Pro Group (SPAI) CFO receive after a Change in Control?

Following a Change in Control and qualifying termination, the CFO is entitled to a pro-rated bonus for that year, a lump-sum payment equal to 12 months of base salary, and continued medical payments for up to 12 months or until eligible under a new employer’s plan.

Which equity plans did Safe Pro Group (SPAI) use for the executive option grants?

Safe Pro Group used its 2025 Equity Incentive Plan and 2022 Stock Incentive Plan. The CFO’s 150,000 options are under the 2025 Plan, while the CEO’s 750,000 options are split between 460,500 options under the 2025 Plan and 289,500 under the 2022 Plan.

Filing Exhibits & Attachments

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Agreements & Contracts

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