[8-K] Unusual Machines, Inc. Reports Material Event

Rhea-AI Filing Summary

Unusual Machines, Inc. (NYSE American: UMAC) filed an 8-K dated June 30, 2025 to disclose two reportable events:

• Item 3.02 — Unregistered Sales of Equity Securities: The equity awards described in Item 5.02 were issued to accredited recipients and relied on the Section 4(a)(2) private-placement exemption.
• Item 5.02 — Compensatory Arrangements of Certain Officers: On June 30, 2025 the Compensation Committee granted fully vested equity bonuses under the 2022 Equity Incentive Plan totalling 325,000 shares/units to senior executives:
  • CEO Dr. Allan Evans: 175,000 restricted common shares issued to an entity he controls.
  • CFO Brian Hoff: 75,000 restricted stock units (RSUs).
  • COO Andrew Camden: 75,000 RSUs.
  The common shares underlying the RSUs are scheduled for delivery in August 2025.

These awards are immediately vested; therefore, the 175,000 shares increase outstanding common stock upon issuance, while delivery of 150,000 additional shares is deferred. No cash consideration was involved.

The filing contains no financial statements, earnings data, or discussion of performance metrics beyond noting that the grants were awarded "for their performance."

Positive

• None.

Negative

• Immediate and pending issuance of 325,000 shares/units creates incremental share dilution without accompanying financial performance disclosure.

Insights

Corporate Governance Expert

TL;DR—Vested stock awards reward executives but introduce incremental dilution; governance impact appears routine.

The committee’s decision to grant 325 K vested equity units is standard compensation practice and aligns with the company’s 2022 equity plan. Because the CEO’s shares were issued immediately, outstanding share count climbs at once; the RSUs will follow in Aug-2025. The filing does not detail performance metrics or shareholder approval requirements, so transparency on pay-for-performance linkage is limited. Overall, this is a routine incentive action with modest dilution and no strategic shift; I view investor impact as neutral.

Financial Analyst

TL;DR—Equity bonuses add 0.3 M shares; minor dilution risk, no change to fundamentals.

Assuming Unusual Machines has a multi-million-share float (exact figure not provided), issuance of 325,000 shares/units likely represents a low-single-digit percentage increase. No cash outlay means cash reserves stay intact, but share-based compensation pressures EPS once shares vest/settle. Absence of financial guidance or operational updates limits immediate valuation impact. The transaction is therefore modestly dilutive yet fundamentally immaterial.

false 0001956955 0001956955 2025-06-30 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 30, 2025

Unusual Machines, Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-270519		66-0927642
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

4677 L B McLeod Rd, Suite J
Orlando, FL		32811
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 323-8983

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 3.02 Unregistered Sales of Equity Securities.

The information contained below in Item 5.02 is incorporated by reference into this Item 3.02. The awards were issued to accredited investors and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

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

(e) 

On June 30, 2025, the Compensation Committee of the Board of Directors of Unusual Machines, Inc. (the “Company”) granted vested equity awards to the Company’s executive officers as bonuses for their performance. The awards were issued under the 2022 Equity Incentive Plan.

Dr. Allan Evans, the Company’s Chief Executive Officer, received 175,000 shares of restricted common stock which were issued to an entity he controls. Mr. Brian Hoff, the Company’s Chief Financial Officer, received 75,000 restricted stock units. Mr. Andrew Camden, the Company’s Chief Operating Officer, received 75,000 restricted stock units. The common stock issuable under the restricted stock units will be delivered in August 2025.

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: July 7, 2025	By:	/s/ Brian Hoff
	Name:	Brian Hoff
	Title:	Chief Financial Officer

3

FAQ

What did Unusual Machines (UMAC) disclose in its June 30 2025 Form 8-K?

The company reported unregistered equity awards totaling 325,000 shares/units granted to its CEO, CFO, and COO.

How many shares did CEO Dr. Allan Evans receive?

Dr. Evans was issued 175,000 fully-vested restricted common shares through an entity he controls.

When will the RSUs granted to the CFO and COO be delivered?

The 150,000 RSUs granted to Brian Hoff and Andrew Camden are scheduled to settle in August 2025.

Were the equity awards registered with the SEC?

No. They were issued under the Section 4(a)(2) private-placement exemption and are therefore unregistered.

Does the 8-K include any financial or earnings information?

No financial statements, revenue, or earnings metrics were provided in this filing.