Unusual Machines (NYSE: UMAC) updates bylaws to add President and Chief Revenue Officer

Rhea-AI Filing Summary

Unusual Machines, Inc. reported that its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws on January 23, 2026. The amendment adds two new executive officer positions: President and Chief Revenue Officer, formalizing these roles in the company’s governance structure.

The company notes that this brief description is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference. No financial results or major transactions are discussed in this update.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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) January 23, 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.)

5278 Major Blvd, Ste #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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

On January 23, 2026, the Board of Directors of Unusual Machines, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws to add the executive officer positions of President and Chief Revenue Officer (the “Amendment”).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 and is incorporated in its entirety herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
3.1		Amendment No. 2 to Amended and Restated Bylaws
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: January 29, 2026	By:	/s/ Brian Hoff
	Name:	Brian Hoff
	Title:	Chief Financial Officer

3

FAQ

What corporate change did Unusual Machines (UMAC) report in this 8-K?

Unusual Machines reported that its Board approved an amendment to the Amended and Restated Bylaws. The change formally adds executive officer positions of President and Chief Revenue Officer, updating the company’s governance framework without disclosing any related financial terms or transactions.

When did Unusual Machines (UMAC) approve the bylaw amendment?

The Board of Unusual Machines approved the bylaw amendment on January 23, 2026. This date is identified as the earliest event reported and marks when the new President and Chief Revenue Officer positions were added to the company’s Amended and Restated Bylaws.

What new executive positions are added to Unusual Machines’ bylaws?

The amendment to Unusual Machines’ Amended and Restated Bylaws adds two executive officer positions: President and Chief Revenue Officer. These roles are now formally recognized within the company’s governing documents, though this filing does not detail specific individuals or responsibilities.

Where can investors find the full text of Unusual Machines’ bylaw amendment?

The full text of the bylaw amendment is filed as Exhibit 3.1 to the report. The company states that the brief description is qualified in its entirety by this exhibit, which is incorporated by reference for complete legal and governance details.

Does this Unusual Machines (UMAC) 8-K include financial statements or earnings data?

This 8-K does not present financial statements or earnings data. It focuses on a corporate governance update, specifically an amendment to the company’s Amended and Restated Bylaws to add President and Chief Revenue Officer as executive officer positions.

Did Unusual Machines announce any leadership appointments with this bylaw change?

The filing only states that the bylaws were amended to add President and Chief Revenue Officer positions. It does not identify any individuals appointed to these roles or describe related employment terms, focusing solely on the structural governance change.