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): September 28, 2026
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.) |
5080 Spectrum Drive, STE 250W
Addison, TX 75001
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(424) 332-5480
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Chief Financial Officer Transition
On September 28, 2026, the Company announced that Jason Secore has been appointed to become the Company’s Chief Financial Officer effective September 30, 2026 (the “Effective Date”). Mr. Secore replaces Oliver Reeves, who has served as the Company’s Chief Financial Officer since January 1, 2024. Mr. Reeves will serve as an advisor to the Company and its board of directors (the “Board”) for a transition period through September 2027, as more fully described below.
Mr. Secore, age 46, previously served as the Chief Financial Officer of Matternet, Inc., a drone delivery platform, from February 2023 through September 2026. Mr. Secore served as a consulting Chief Financial Officer and advisor to Resources Connection, Inc. (NASDAQ: RGP), a professional services provider, from March 2022 to February 2023, and as Treasurer and Head of Investor Relations of Arconic Inc. (NYSE: ARNC), a provider of aluminum products for architectural, aerospace, and other industrial projects, from 2020 to 2021. Earlier in his career, Mr. Secore served as Treasurer and Head of Investor Relations of AAR Corp (NYSE: AIR), an aviation services company, and held various finance leadership roles at Republic Airways Holdings Inc. (NASDAQ: RJET), a regional airline provider, including as its Vice President of Finance and Treasurer. Mr. Secore holds an M.S. in Agricultural and Natural Resource Economics from the University of California, Davis and an M.B.A. from IE Business School (formerly Instituto de Empresa), Madrid, Spain. Mr. Secore is a certified public accountant (inactive) in Illinois.
A summary of the material terms and conditions of Mr. Secore’s employment agreement is set forth below. The summary is qualified in all respects by reference to Mr. Secore’s employment agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The agreement has an initial two-year term, which will automatically be extended by successive one-year terms unless either party provides at least 60 days’ written notice that the term will not be extended. Mr. Secore will also enter into the Company’s standard form of indemnification agreement for executive officers.
Base Salary and Target Bonus. The agreement provides that Mr. Secore will receive an initial annual base salary of $450,000 and is eligible for an annual discretionary bonus as determined by the compensation committee of the Board (with a target incentive equal to 100% of his base salary).
Equity Grant. Mr. Secore will be granted an award of (i) 260,000 restricted stock units (“RSUs”), of which 25% will vest upon the Effective Date, and the remaining 75% will vest over three (3) years, with 25% vesting each year on the anniversary of the Effective Date, in each case as long as Mr. Secore remains employed by the Company on the applicable vesting date, (ii) 260,000 performance-based restricted stock units (“PRSUs”), with 25% vesting following approval of the achievement of the applicable performance targets set by the Board (or a committee thereof), and the remaining 75% will vest over three (3) years, with 25% vesting each year on the anniversary of the Effective Date, in each case as long as Mr. Secore remains employed by the Company on the applicable vesting date, and (iii) 270,000 PRSUs, with 100% vesting following approval of the achievement of the applicable performance targets set by the Board (or a committee thereof), as long as Mr. Secore remains employed by the Company on the applicable vesting date.
Benefits; Payments Upon Termination. Mr. Secore is eligible to participate in the Company’s benefit plans made available to employees generally and will be reimbursed for reasonable attorneys’ fees up to $5,000 in connection with the review, negotiation and documentation of his employment agreement. If Mr. Secore’s employment with the Company is terminated by the Company without “cause” or by him for “good reason” (as defined in the agreement), he will receive severance of 12 months of his base salary (payable in installments over such period), payment of his COBRA premiums for up to 18 months, payment of any incentive bonus that would otherwise be paid to Mr. Secore if his employment had not been terminated with respect to any fiscal year that ended prior to his date of termination, payment of a pro-rata portion of the incentive bonus (pro-rated based on length of employment during the fiscal year of termination), if any, that would have been payable to Mr. Secore with respect to the fiscal year in which his date of termination occurs based on actual achievement of the applicable performance goals for such fiscal year, and vesting in full of any of his then outstanding and unvested equity awards granted by the Company that vest based solely on continued employment (collectively, the “Termination Benefits”). In addition, if Mr. Secore’s employment is terminated by the Company without cause or by Mr. Secore for good reason either three (3) months before, or within 24 months after, a Change in Control Event (as defined in the agreement), in addition to the Termination Benefits, Mr. Secore’s PRSUs and any performance-based stock options, stock units, or other equity awards subsequently issued to Mr. Secore shall become 100% vested and exercisable immediately upon the effective date of termination. Mr. Secore’s right to receive these severance benefits is subject to his providing a release of claims to the Company and his continued compliance with his confidentiality, non-solicitation (which shall continue for 12 months following termination), and other covenants in favor of the Company. If his employment with the Company terminates due to his death or disability, the Company will pay him (or his estate) any incentive bonus that would otherwise have been payable with respect to any fiscal year that ended prior to the year in which such termination occurs and a pro-rated target bonus for the year in which such termination occurs. If any payments under Mr. Secore’s employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments will be reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction results in him retaining a greater amount of the payments on an after-tax basis than if such reduction were not made.
There are no arrangements or understandings between Mr. Secore and any other persons pursuant to which he was selected as Chief Financial Officer. There are also no family relationships between Mr. Secore and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 28, 2026, Mr. Reeves and the Company agreed that Mr. Reeves would resign from his role as Chief Financial Officer of the Company and cease to serve as principal financial officer and principal accounting officer, effective as of the Effective Date. The Company and Mr. Reeves agreed on the following severance payments for Mr. Reeves: (i) a cash payment of $650,000, less applicable withholding, payable bi-weekly over twelve (12) months per normal payroll cycles beginning 60 days following the Effective Date; (ii) payment of his COBRA premiums for up to 18 months; (iii) on or before the fourth (4th) day following the Company’s earnings release for the quarter ended September 30, 2026, grant a one-time, fully vested award of shares of the Company’s common stock in an amount equal to $732,329, divided by the closing price of the Company’s common stock on the third (3rd) day following the Company’s earnings release for the quarter ended September 30, 2026, and (iv) acceleration, as of the Effective Date, of all outstanding equity awards, with vested stock options remaining exercisable until the original expiration date of the option. The foregoing payments and vesting are subject to Mr. Reeves entering into a mutual release agreement, and the
expiration of any recision periods with respect thereto. Mr. Reeves also agreed to serve as an advisor for a one (1) year period to the Company and its Board pursuant to an advisory services agreement to be entered into with the Company with an annual fee of $240,000, payable in 12 equal monthly installments.
Mr. Secore has been designated as the Company’s Principal Financial Officer and Principal Accounting Officer, as of the Effective Date.
The press release announcing the foregoing leadership changes is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
Exhibit Number |
|
Exhibit Title or Description |
10.1# |
|
Employment Agreement, dated as of September 24, 2026, but effective as of September 30, 2026, by and among Surf Air Mobility Inc.and Jason Secore |
99.1 |
|
Press release dated September 28, 2026 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL) |
# Indicates management contract or compensatory plan or arrangement.
1
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: September 28, 2026 |
By: |
/s/ Deanna White |
|
Name: |
Deanna White |
|
Title: |
Chief Executive Officer |
2
Surf Air Mobility Appoints Jason Secore as Chief Financial Officer
Los Angeles, CA – September 28 - Surf Air Mobility Inc. (NYSE: SRFM) (“Surf Air Mobility” or the “Company”), a leading air mobility platform, today announced the appointment of Jason Secore as Chief Financial Officer, effective September 30, 2026.
Mr. Secore brings 18 years of finance leadership experience across aviation, aerospace, and technology companies. He has served as Chief Financial Officer of Matternet, a full-stack autonomous aviation technology company integrating aircraft, software, and operations. At Matternet, he led the global finance organization and the financing and reverse-merger transaction that took the company from a venture-backed private business to a publicly traded company.
Prior to Matternet, Mr. Secore held senior finance and treasury leadership positions at Arconic, AAR Corp. and Republic Airways, following earlier roles at Frontier Airlines and US Airways. Across his career, he has led public-company finance and investor relations and has extensive experience in capital markets, operational, and financial transformation, strategic transactions, aircraft financing, and building finance and governance infrastructure.
Deanna White, Chief Executive Officer of Surf Air Mobility, said: "Jason's background in capital markets and aircraft financing, combined with his aviation operating experience, gives him an in-depth, practical understanding of both Surf Air Mobility’s airline operations and software businesses. We are confident he will strengthen our financial operations as we continue our path to profitability across SurfOS, our scheduled airline, and Surf On Demand private charter."
Jason Secore, incoming Chief Financial Officer of Surf Air Mobility, said: “Surf Air Mobility sits at the intersection of aviation and technology, which closely aligns with my experience. I look forward to working with the team and bringing my background in public-company finance, investor relations, capital markets, and aviation operations to help strengthen financial execution, support disciplined growth, and build long-term shareholder value.”
Mr. Secore holds an MBA from IE Business School, an MS in Agricultural and Natural Resource Economics from the University of California, Davis, and a BA from Northwestern University.
Mr. Secore succeeds Oliver Reeves as CFO. Mr. Reeves is stepping down to pursue other opportunities. During his tenure, Mr. Reeves helped lead the Company's financial strategy through the early phases of its Transformation Plan. Mr. Reeves will continue to support the Company as an advisor, and the Company thanks Mr. Reeves for his contributions and wishes him well in his future endeavors.
Oliver Reeves, said: “I am grateful for my time at Surf Air Mobility and the opportunity to work with an incredibly dedicated and talented team focused on transforming the future of flight. I look forward to continuing my relationship with the company as an advisor.”
About Surf Air Mobility
Surf Air Mobility is a Los Angeles-based air mobility platform. With its AI-enabled SurfOS software, Surf Air Mobility provides technology designed to support the modernization of air operations and the adoption of next-generation aircraft. The Company currently operates one of the largest commuter airlines in the United States by scheduled departures and provides private charter services. Together, these businesses provide the operational scale and real-world operating data to validate and deploy its software. These capabilities position Surf Air Mobility as a leader shaping a more efficient, connected, and accessible future for aviation.
Forward-Looking Statements
This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Surf Air Mobility’s profitability and future financial results and its ability to achieve its business objectives. Readers of this release should be aware of the speculative nature of forward-looking statements. These statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company and reflect the Company’s current views concerning future events. As such, they are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: Surf Air Mobility’s ability to anticipate the future needs of the air mobility market; Surf Air Mobility’s future ability to pay contractual obligations and liquidity will depend on operating performance, cash flow and ability to secure adequate financing; the dependence on third-party partners and suppliers for the components and collaboration in Surf Air Mobility’s development of its advanced air mobility software platform, and any interruptions, disagreements or delays with those partners and
suppliers; the inability to execute business objectives and growth strategies successfully or sustain Surf Air Mobility’s growth; the inability of Surf Air Mobility’s customers to pay for Surf Air Mobility’s services; the inability of Surf Air Mobility to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against Surf Air Mobility, the risks associated with Surf Air Mobility’s obligations to comply with applicable laws, government regulations and rules and standards of the New York Stock Exchange; and general economic conditions. These and other risks are discussed in detail in the periodic reports that the Company files with the SEC, and investors are urged to review those periodic reports and the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. The Company assumes no obligation to update its forward-looking statements except as required by law.
Surf Air Mobility Media Contacts
Press: press@surfair.com
Investors: investors@surfair.com
