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Unusual Machines (NYSE American: UMAC) gives CEO 5M warrants and exec stock options

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Unusual Machines, Inc. approved new equity incentives for senior executives. The Compensation Committee granted warrants to purchase 5,000,000 shares of common stock to CEO Dr. Allan Evans at an exercise price of $25.00 per share, expiring July 24, 2031, subject to shareholder approval.

The CEO warrants vest in five tranches of 1,000,000 shares when the average closing price of the common stock over 20 consecutive trading days reaches $25.00, $40.00, $60.00, $80.00 and $100.00. In connection with this grant, Dr. Evans agreed to waive all cash compensation after December 31, 2026. The Committee also granted five-year stock options at $19.36 per share to President Andrew Camden (525,000 options), CFO Brian Hoff (375,000), and CRO Stacy Wright (375,000), vesting in 12 equal quarterly installments over three years, subject to continued employment.

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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.
CEO warrant grant size 5,000,000 shares Warrants to purchase common stock granted to CEO Allan Evans
CEO warrant exercise price $25.00 per share Exercise price for CEO performance-based warrants
CEO warrant expiration July 24, 2031 Expiration date of CEO warrant grant
President stock options 525,000 stock options Five-year options granted to President Andrew Camden
CFO and CRO stock options 375,000 stock options each Five-year options granted to CFO Brian Hoff and CRO Stacy Wright
Executive option exercise price $19.36 per share Exercise price for stock options granted to executive officers
Option vesting schedule 12 quarterly installments over three years Time-based vesting for executive stock options, subject to continued employment
CEO cash compensation waiver After December 31, 2026 CEO waives all cash compensation from the company following this date
exercise price financial
"The warrants have an exercise price of $25.00 per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vest in five equal tranches financial
"The warrants will vest in five equal tranches of 1,000,000 shares each"
average closing price financial
"when the average closing price of the Company’s common stock over any 20-consecutive trading day period"
The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.
Compensation Committee financial
"the Compensation Committee (the “Committee”) of Unusual Machines, Inc."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
stock options financial
"approved grants of five-year stock options to purchase shares of the Company’s common stock"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity incentive did Unusual Machines (UMAC) grant its CEO?

Unusual Machines granted CEO Dr. Allan Evans warrants to purchase 5,000,000 shares of common stock at an exercise price of $25.00 per share, expiring July 24, 2031. The grant is subject to shareholder approval and vests in five performance-based tranches tied to stock price targets.

What stock price targets trigger vesting of Dr. Allan Evans’ warrants at UMAC?

The CEO warrants vest in five 1,000,000-share tranches when the average closing price over 20 consecutive trading days reaches $25.00, $40.00, $60.00, $80.00 and $100.00. Each tranche vests only when its specific price target is met under this 20-day measurement.

How does Dr. Allan Evans’ cash compensation change after 2026 at Unusual Machines (UMAC)?

In consideration for the warrant grant, Dr. Allan Evans agreed to waive all cash compensation from Unusual Machines following December 31, 2026. After that date, his compensation arrangement reflected here relies on equity-based incentives rather than ongoing cash salary from the company.

What stock options were granted to other Unusual Machines (UMAC) executives?

Unusual Machines granted five-year stock options at $19.36 per share to three executives: 525,000 options to President Andrew Camden and 375,000 options each to CFO Brian Hoff and CRO Stacy Wright. These options provide the right to purchase common stock at that fixed exercise price.

What is the vesting schedule for the new UMAC executive stock options?

The executive stock options vest in 12 equal quarterly installments over a three-year period from the July 24, 2026 grant date. Vesting in each installment is conditioned on the applicable officer’s continued employment with Unusual Machines through the relevant vesting date.

Are the CEO warrant grants at Unusual Machines (UMAC) subject to shareholder approval?

Yes. The warrants granted to CEO Dr. Allan Evans to purchase 5,000,000 shares at $25.00 per share are explicitly stated to be subject to shareholder approval. The performance-based vesting and expiration on July 24, 2031 apply once that approval is obtained.
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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) July 24, 2026

 

Unusual Machines, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41961   66-0927642
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

5728 Major Blvd., Suite 250    
Orlando, FL   32819
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (844) 893-7663

 

N/A

(Former name or former address, if changed since last report.)

 

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, $0.01 UMAC NYSE American

 

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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) 

 

On July 24, 2026, the Compensation Committee (the “Committee”) of Unusual Machines, Inc. (the “Company”) approved a grant of warrants to purchase 5,000,000 shares of the Company’s common stock to Dr. Allan Evans, the Company’s Chief Executive Officer. In consideration for the warrant grant, Dr. Evans has agreed to waive all cash compensation from the Company following December 31, 2026. The warrant grant is subject to shareholder approval. The warrants have an exercise price of $25.00 per share and will expire on July 24, 2031. The warrants will vest in five equal tranches of 1,000,000 shares each, with each tranche vesting upon the Company’s common stock achieving the following price targets: $25.00, $40.00, $60.00, $80.00, and $100.00 per share, respectively. Each price target will be deemed achieved when the average closing price of the Company’s common stock over any 20-consecutive trading day period equals or exceeds the applicable target price.

 

In addition, on July 24, 2026, the Committee also approved grants of five-year stock options to purchase shares of the Company’s common stock to the following executive officers: (i) 525,000 stock options to Andrew Camden, the Company’s President; (ii) 375,000 stock options to Brian Hoff, the Company’s Chief Financial Officer; and (iii) 375,000 stock options to Stacy Wright, the Company’s Chief Revenue Officer. The stock options are exercisable at $19.36 per share. The stock options will vest in 12 equal quarterly installments over a three-year period from the grant date, in each case subject to the applicable officer’s continued employment with the Company through the applicable vesting date.

 

 

 

 

 

 

 

 

 

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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.

 

  Unusual Machines, Inc.
     
Date: July 28, 2026 By: /s/ Brian Hoff
  Name:

Brian Hoff

  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Filing Exhibits & Attachments

3 documents