[8-K] Surf Air Mobility Inc. Reports Material Event

Rhea-AI Filing Summary

Surf Air Mobility (NYSE:SRFM) filed an 8-K disclosing 2025 annual meeting results.

• Reverse stock split: Shareholders authorized a split in a 2-for-1 to 5-for-1 range (7.62 M for, 0.38 M against, 2.09 M abstain).
• Equity dilution: The Amended & Restated 2023 Equity Incentive Plan adds 3.5 M shares (>18 % of current outstanding) after receiving 3.21 M votes for versus 0.45 M against.
• Board elections: David Anderman, John D’Agostino and Edward Mady re-elected as Class B directors; votes for ranged 5.48-5.62 M.
• Auditor continuity: PwC ratified for FY-2025 (8.10 M for, 0.02 M against).
• Shares outstanding: 19,279,660 common shares on 28 Apr 2025 record date.

Approval of the reverse split gives the board flexibility to address price compliance, while the expanded equity pool increases potential dilution. No other material changes were reported.

Positive

• None.

Negative

• Stockholders authorized up to a 5-for-1 reverse stock split, indicating potential listing-price or liquidity concerns.
• Equity Incentive Plan expanded by 3.5 M shares, adding potential dilution equal to ~18 % of shares outstanding.

Insights

Corporate Governance Expert

TL;DR – Shareholders grant board broad capital-structure levers

The 2-to-5:1 reverse split authority hands directors substantial discretion to manage listing-price compliance or enhance perceived valuation. Historically, such mandates signal price pressure and may precede dilution; investors should monitor split ratio selection and timing. Director re-elections passed comfortably, suggesting no organized dissent. Auditor ratification at 98 % affirms governance stability. However, only 16 % of outstanding shares voted for the equity plan, reflecting low turnout rather than opposition. Overall, governance appears intact, but capital actions could materially affect float and liquidity.

Equity Capital Markets Analyst

TL;DR – Reverse split and 18 % share reserve expansion raise dilution risk

The additional 3.5 M incentive shares push potential issuance to ~9 % of the pro-forma float post 2:1 split (and higher under 5:1), materially dilutive if fully granted. Combined with reverse-split flexibility, management now has multiple avenues—equity awards or at-the-market offerings—to shore up capital without increasing absolute share count. While these tools can support financing, they often precede pressure on per-share metrics. Investors should recalibrate EPS and ownership models for multiple split scenarios.

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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): June 26, 2025

SURF AIR MOBILITY INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41759		36-5025592
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12111 S. Crenshaw Blvd.

Hawthorne, CA 90250

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (424) 332-5480

(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:

☐ 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:
Common stock, par value $0.0001 per share		SRFM		New York Stock Exchange

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. ☐

On June 26, 2025, Surf Air Mobility Inc. (“we” or the “Company”) held our 2025 annual stockholders’ meeting (the “Annual Meeting”) at which holders of the Company’s common stock as of the close of business on April 28, 2025 (the “Record Date”) were entitled to vote. As of the close of business on the Record Date, there was a total of 19,279,660 shares of the Company’s common stock issued and outstanding.

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

On April 23, 2025, our Board of Directors approved the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan to increase the share reserve by an additional 3,500,000 shares (the “Amended and Restated Plan”), subject to stockholder approval. The Company’s stockholders approved the Amended and Restated Plan at the Annual Meeting.

The foregoing descriptions of the terms of the Amended and Restated Plan are qualified in their entirety by reference to the full text of the Amended and Restated Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On June 26, 2025, we held the Annual Meeting.

(b) At the Annual Meeting, each of our Class B director nominees was elected and the other proposals voted on were approved. The final voting results are set forth below:

1. Elect David Anderman, John D'Agostino and Edward Mady as Class B members of our Board of Directors

Our stockholders elected each of the following as a Class B director of our board of directors, to serve for a three-year term expiring at our annual stockholders’ meeting in 2028, or until his respective successor is duly elected and qualified. The vote tally was as follows:

Nominee		Votes For		Votes Withheld		Broker Non-Vote
David Anderman		5,561,557		106,397		4,425,022
John D’Agostino		5,484,748		183,206		4,425,022
Edward Mady		5,617,346		50,608		4,425,022

2. Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

Our stockholders voted to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote tally was as follows:

Votes For		Votes Against		Abstentions
8,104,221		19,124		1,969,631

3. Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 2:1 to 5:1, inclusive.

Our stockholders voted to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a reverse stock split ratio ranging from 2:1 to 5:1, inclusive. The vote tally was as follows:

Votes For		Votes Against		Abstentions
7,620,785		378,733		2,093,458

4. Approve the Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan

Our stockholders voted to approve the Amended and Restated Plan. The vote tally was as follows:

Votes For		Votes Against		Abstentions	Broker Non-Vote
3,211,582		447,837		2,008,535	4,425,022

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Title or Description
10.1		Surf Air Mobility Inc. Amended and Restated 2023 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

	SURF AIR MOBILITY INC.
Date: June 27, 2025	By:	/s/ Oliver Reeves
	Name:	Oliver Reeves
	Title:	Chief Financial Officer

FAQ

Did SRFM shareholders approve a reverse stock split in 2025?

Yes. On 26 Jun 2025 shareholders authorized a 2:1 to 5:1 reverse split (7,620,785 for; 378,733 against; 2,093,458 abstain).

How many additional shares were added to SRFM's 2023 Equity Incentive Plan?

The plan's reserve increased by 3,500,000 shares, raising potential dilution by about 18 % of current outstanding stock.

Which auditor will serve SRFM for fiscal year 2025?

PricewaterhouseCoopers LLP was ratified with 8,104,221 votes for, 19,124 against, and 1,969,631 abstentions.

How many SRFM common shares were outstanding on the 28 Apr 2025 record date?

There were 19,279,660 shares of common stock outstanding on the record date.

What were the vote totals for director nominee David Anderman?

David Anderman received 5,561,557 votes for and 106,397 withheld, with 4,425,022 broker non-votes.