Departing XTI Aerospace (XTIA) CEO gets $200K, 2M options as board probes governance
Rhea-AI Filing Summary
XTI Aerospace, Inc. reported an executive leadership transition and related governance actions. Scott Pomeroy resigned as Chairman, Chief Executive Officer and director on August 17, 2026, receiving a $200,000 separation payment and immediate vesting of options to acquire 2,000,000 shares of common stock under a Separation and Release of Claims Agreement that includes mutual releases with a carveout for any unlawful conduct discovered in a pending internal review.
The board formed a committee of independent directors, with independent counsel, to conduct an internal review of matters relating to Pomeroy and related corporate governance matters, and is evaluating implications for disclosures and controls, while stating it does not currently believe previously issued financial statements are affected. The board elected Jonathan Ornstein as Interim Chairman and appointed Jeremy Schneiderman, CEO of subsidiary Drone Nerds, as Interim CEO. Schneiderman’s existing employment agreement provides a $400,000 annual base salary, potential performance bonuses up to 400%–500% of base salary, and severance equal to 12 times his then-current monthly base salary plus $25,000 if terminated without Cause or he resigns for Sufficient Reason, along with potential accelerated option vesting and benefits continuation. Related to the 2025 Drone Nerds acquisition, entities in which Schneiderman has an economic interest hold Notes originally totaling about $11.9 million, with $4,430,744 in principal outstanding at 7.25% interest and 6,524,576 Class B Units (representing 16.597% of XTI Drones Holdings, LLC) that are convertible one-for-one into XTI common stock and will automatically exchange into common stock in February 2027. The company also disclosed that the leadership change and governance review led to the filing of a Form 12b-25 for a delayed Form 10-Q for the quarter ended June 30, 2026.
Positive
- None.
Negative
- Leadership transition and governance review have contributed to a delayed Form 10-Q, disclosed via a Form 12b-25 for the quarter ended June 30, 2026.
- Creation of an independent committee for an internal review of governance matters involving the former CEO signals heightened governance and control risk until the review is completed.
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8-K Event Classification
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Separation and Release of Claims Agreement regulatory
Change in Control financial
Form 12b-25 regulatory
emerging growth company regulatory
Change in Control (as defined in the Employment Agreement) financial
FAQ
What executive leadership changes did XTI Aerospace (XTIA) announce on August 17–18, 2026?
What are the key terms of Scott Pomeroy’s separation from XTI Aerospace (XTIA)?
How is XTI Aerospace (XTIA) compensating Interim CEO Jeremy Schneiderman?
Why did XTI Aerospace (XTIA) file a Form 12b-25 for its Q2 2026 Form 10-Q?
What severance protections does Interim CEO Jeremy Schneiderman have with XTI Aerospace (XTIA)?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
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(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 | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 | Entry into a Material Definitive Agreement. |
See disclosure in Item 5.02 below.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 17, 2026, Scott Pomeroy (“Pomeroy”) resigned, effective as of such date, as the Chairman and Chief Executive Officer and director of XTI Aerospace, Inc. (the “Company”) and his resignation was accepted by the Company’s board of directors. In connection with his resignation, Pomeroy and the Company executed a Separation and Release of Claims Agreement (the “Separation Agreement”). Among other provisions, the Separation Agreement provides for a separation payment to Pomeroy of $200,000, and the immediate vesting of Pomeroy’s unvested options to acquire 2,000,000 shares of the Company’s common stock. In the Separation Agreement, Pomeroy releases claims against the Company and its affiliates and the Company releases claims against Pomeroy with a carveout for any claims of unlawful conduct or behavior discovered as a result of the Company’s pending internal review. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The Company’s board of directors established a committee of independent directors (the “Committee”), as defined by the Nasdaq Stock Market listing standards, to conduct an internal review of matters relating to Pomeroy and other related corporate governance matters (the “Review”). The Committee is represented by independent counsel, and the Committee and its advisors are working diligently to complete the Review, although a timeline for completion has not yet been determined. The Company is in the process of evaluating the implications of the Review on its disclosures, certifications, controls and governance matters; however, the Company does not currently believe that the matters under Review will affect any of its previously issued financial statements.
On August 17, 2026, the Company’s board of directors elected current director Jonathan Ornstein as the Interim Chairman of the Board.
The Company’s board of directors on that date also appointed Jeremy Schneiderman (“Schneiderman”), 52, as Interim Chief Executive Officer of the Company. Schneiderman currently serves as the Chief Executive Officer of Drone Nerds, LLC (“Drone Nerds”), a subsidiary of the Company, and he has served as the Chief Executive Officer of Drone Nerds since 2014.
Schneiderman has no family relationship with any director or executive officer of the Company.
The Company and Schneiderman plan to negotiate the terms of a definitive employment agreement for him to serve as Chief Executive Officer of the Company on a non-interim basis. Pending completion of such process, Schneiderman will continue to be compensated under his existing employment agreement with Drone Nerds. Pursuant to that certain Executive Employment Agreement with Drone Nerds, dated November 10, 2025 (the “Employment Agreement”), which was entered into in connection with the Company’s acquisition of Drone Nerds, Schneiderman will continue to receive an annual base salary of $400,000 and is eligible to receive a performance bonus of up to 400% of such base salary in the first year of the Employment Agreement’s term and 500% in years two and three thereof. For each 1% growth in Drone Nerds recognized EBITDA year over year (using Drone Nerds 2025 ending adjusted EBITDA as the 2026 period baseline), Schneiderman will earn a performance bonus of 1.8% of the then current base salary; for each $1M of Drone Nerds recognized new EBITDA from a closed add-on acquisition company, Schneiderman will earn a performance bonus of 24.7% of the then current base salary; for each $1M of closed investments funded into strategic companies approved by the Company’s investment committee, Schneiderman will earn a performance bonus of 1.3% of the then current base salary. The Employment Agreement has an initial three-year term that renews automatically for successive one-year terms absent 90 days’ prior notice of non-renewal, and Schneiderman is also eligible for future equity awards under the Company’s benefit plans, subject to approval of the Company’s board of directors or its compensation committee. If the Company terminates Schneiderman without Cause (as defined in the Employment Agreement), or he resigns for Sufficient Reason (as defined in the Employment Agreement), he is entitled to a lump-sum severance payment equal to his then-current monthly base salary plus $25,000, multiplied by 12, as well as accelerated vesting of unvested Company stock options (subject to approval by the Company’s compensation committee) and 12 months of continued benefits. Similar severance benefits apply if Schneiderman’s employment is terminated by the Company (or its successor) for any reason other than Cause within 12 months after a Change in Control (as defined in the Employment Agreement). The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
In connection with the November 2025 acquisition of Drone Nerds, XTI Drones Holdings, LLC issued promissory notes (the “Notes”) to The Origin Group DN, Inc. and The Origin Group AZ, Inc., which are entities in which Schneiderman holds an economic interest and serves as Chief Executive Officer (collectively the “Sellers”), with an aggregate original principal amount of approximately $11.9 million, of which $4,430,744 in principal remains outstanding. The Notes bear interest at a rate of 7.25% per annum, calculated on a 365-day year, and through the date of this filing, the Company has paid the Sellers approximately $345,206 in interest on the Notes. The Sellers also own 6,524,576 Class B Units, representing 16.597% ownership of XTI Drones Holdings, LLC, which are convertible into shares of common stock of the Company at the Sellers’ discretion at any time on a one-to-one basis. All outstanding Class B Units will automatically be exchanged into shares of the Company’s common stock on a one-for-one basis in February 2027. Schneiderman is not a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, except as disclosed above.
| Item 7.01 | Regulation FD Disclosure. |
On August 18, 2026, the Company issued a press release announcing the management changes described herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
1
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 10.1† | Separation and Release of Claims Agreement, dated August 17, 2026, between the Company and Pomeroy | |
| 10.2† | Executive Employment Agreement, dated November 10, 2025, between Drone Nerds, LLC and Jeremy Schneiderman | |
| 99.1 | Press Release, dated August 18, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Management contract and compensatory plan or arrangement. |
2
SIGNATURE
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.
| XTI AEROSPACE, INC. | ||
| Date: August 18, 2026 | By: | /s/ Brooke Turk |
| Name: | Brooke Turk | |
| Title: | Chief Financial Officer | |
3
Exhibit 99.1
Press Release
XTI Aerospace Announces Executive Leadership Transition
DALLAS, Aug. 18, 2026 /PRNewswire/ — XTI Aerospace, Inc. (Nasdaq: XTIA) (“XTI Aerospace,” “XTI,” or the “Company”), an aerospace and advanced technology platform and parent company of Drone Nerds, LLC, (“Drone Nerds”), a leading drone solutions platform serving commercial, enterprise and government customers, today announced two leadership changes designed to streamline management and position the company to address the significant growth opportunities across the commercial, industrial and defense drone markets. Effective immediately, Scott Pomeroy has resigned as Chairman and Chief Executive Officer. The Board of Directors has appointed Jeremy Schneiderman as Interim CEO, and elected Jonathan Ornstein as Interim Chairman of the Board of Directors.
“The Board is committed to ensuring strong leadership to guide XTI Aerospace into its next chapter,” said Ornstein. “We thank Scott for his contributions over the last two and a half years and wish him the best in his next chapter. We are confident that the team, with Jeremy as Interim CEO, will serve the best interests of the Company and its objectives, employees and shareholders.”
“I’m honored to lead XTI at such an exciting inflection point, with U.S. sourcing becoming a critical point of differentiation in the commercial drone market,” said Schneiderman. “Meaningful work lies ahead, and I’m committed to driving disciplined execution and delivering sustained growth. I’m looking forward to continuing to work with the Drone Nerds team as we support our customers in this evolving, high-growth market.”
Jeremy Schneiderman has served as the chief executive officer of Drone Nerds since 2014, and under his leadership, Drone Nerds has grown into one of the premier providers of enterprise drone solutions, services, and hardware in the United States. With more than a decade of experience in the UAV industry, Jeremy has helped establish Drone Nerds as a trusted authority across multiple sectors through a combination of technical expertise, strong vendor partnerships, and a customer-first approach. He brings a program-focused perspective shaped by supporting organizations as they evaluate, deploy, and scale drone operations through platform selection, training, integration, and long-term support.
Mr. Ornstein served as chief executive officer of Mesa Air Group, Inc. (“Mesa”) from 1998 until November 2025 and as chairman of the board of directors of Mesa from 1999 until November 2025. Following his departure, Mesa completed a merger transaction and changed its name to Republic Airways Holdings Inc. (Nasdaq: RJET). Mr. Ornstein co-founded Virgin Express S.A./N.V., an airline in Brussels, Belgium, where he served as chief executive officer and chairman from 1995 until 1999. In 1994, Mr. Ornstein served as chief executive officer of Continental Express, and was later named senior vice president of airport services for Continental Airlines. Mr. Ornstein served as executive vice president and president of Mesa’s then-wholly owned subsidiary WestAir Holding, Inc. from 1988 to 1994. Mr. Ornstein began his career in aviation in 1986 with AirLA, a commuter airline in Los Angeles. Mr. Ornstein attended the University of Pennsylvania.
The Board is confident in the management team’s ability to maintain operational stability and advance the company’s strategic priorities during this transition.
The change in management and the review of corporate governance policies has resulted in the Company’s filing of a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026. The Company intends to file its Quarterly Report on Form 10-Q as soon as practicable. The delayed filing relates to the efforts the Company is taking to complete an internal review of the Registrant’s former Chief Executive Officer, and other related corporate governance matters.
As a result of the filing of Form 12b-25 Notification of Late Filing, management unfortunately will not be participating in Needham’s Annual Virtual Industrial Tech, Robotics and Power Conference on August 17-18.
511 East John Carpenter Freeway, Suite 500 Las Colinas, Texas 75062 USA, (800) 680-7412
© XTI Aerospace, Inc. | XTIAerospace.com
About XTI Aerospace, Inc.
XTI Aerospace, Inc. (Nasdaq: XTIA) is an aerospace company providing unmanned aircraft systems (“UAS”) solutions through its commercial drone solutions division, operated through Drone Nerds, LLC and two development-stage divisions focused on autonomous defense systems and domestic manufacturing of unmanned systems components designed to support federal procurement and sourcing requirements. XTI’s commercial drone solutions business provides hardware distribution, training, service, repair, and lifecycle support to enterprise, public safety and government customers.
XTI Aerospace is headquartered in Dallas, Texas. For more information about XTI, please visit xtiaerospace.com and follow XTI on LinkedIn, Instagram, X, and YouTube.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements included in this press release that are not historical facts (including any statements concerning plans and objectives of management for future operations of economic performance, or assumptions or forecasts related thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “poised,” “positioned,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, 1) the anticipated expansion of XTI’s sales and operations and increased availability of XTI’s drone and other products; (2) XTI’s business and growth plans and future financial performance; and (3) current and future demand for XTI products. These statements are based on various assumptions and estimates, whether or not identified in this press release, and on the current expectations of XTI’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of XTI. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; XTI’s successful integration of any products (including achievement of synergies and cost reductions); XTI’s ability to successfully and timely develop, sell and expand its services, and otherwise implement its growth strategy; risks relating to XTI’s operations and business, including information technology and cybersecurity risks, loss of requisite licenses, drone safety risks, loss of key customers and deterioration in relationships between XTI and its employees; risks related to increased competition; risks relating to potential disruption of current plans, operations and infrastructure of XTI, including as a result of the consummation of any acquisition; risks that XTI is unable to secure or protect its intellectual property; risks that XTI experiences difficulties managing its growth and expanding operations; XTI’s ability to compete with existing or new companies that could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; the ability to successfully select, execute or integrate future acquisitions into XTI’s business, which could result in material adverse effects to operations and financial conditions; and those factors discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included in XTI’s Annual Report filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2026 for the fiscal year ended December 31, 2025 and in subsequent filings made by XTI with the SEC from time to time. If any of these risks materialize or XTI management’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that XTI presently does not know or that XTI currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect XTI’s expectations, plans or forecasts of future events and views as of the date of this press release. XTI anticipates that subsequent events and developments will cause XTI’s assessments to change. However, while XTI may elect to update these forward-looking statements at some point in the future, XTI specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing XTI’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements contained in this press release.
Contacts
General inquiries:
Email: contact@xtiaerospace.com
Web: https://xtiaerospace.com/contact
Investor Relations:
IR@xtiaerospace.com
511 East John Carpenter Freeway, Suite 500 Las Colinas, Texas 75062 USA, (800) 680-7412
© XTI Aerospace, Inc. | XTIAerospace.com