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NASDAQ: SPAI Safe Pro Group Inc. 8-K

Safe Pro Group grants 900K performance-based stock options to CEO and CFO tied to revenue

Filed May 29, 2026 · Period ending May 27, 2026 · ~1 min read

4 key changes 1 high relevance 2 sections

Key Changes

  • high

    CEO granted options for 750,000 shares at $4.50, vesting in five installments as company hits revenue milestones from $5M to $25M cumulative gross revenue through 2031.

  • medium

    CFO granted options for 150,000 shares at $4.50 with identical revenue-based vesting structure, aligning executive incentives with top-line growth targets.

  • medium

    CFO compensation enhanced with 100% target annual bonus (25% guaranteed minimum) plus $1,000 monthly home office allowance, materially increasing fixed costs.

    Amendment No. 4 verify on EDGAR →
  • low

    New CFO severance provisions include six months base salary for standard termination, twelve months plus benefits for change-in-control scenarios.

    Amendment No. 4 verify on EDGAR →

Summary

Safe Pro Group disclosed performance-based equity compensation for its top executives, granting a combined 900,000 stock options to CEO Daniyel Erdberg and CFO Theresa Carlise. The options vest only as the company achieves specific revenue milestones, starting at $5 million in cumulative gross revenue and scaling to $25 million. This structure directly ties executive rewards to the company's ability to grow its top line, which retail investors should view as alignment of interests—management only profits if revenue targets are met.

The CFO's employment agreement was also amended to significantly enhance her compensation package, including a target bonus equal to 100% of base salary with a 25% guaranteed floor, plus new severance protections. While this increases the company's fixed compensation obligations, it may reflect efforts to retain key financial leadership during a growth phase. Investors should watch upcoming quarterly filings to see if the company is making progress toward the first $5 million revenue milestone, which would trigger the initial vesting tranche and validate management's growth expectations.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~700 words

Safe Pro Group granted performance-based stock options to CEO and CFO, and amended CFO employment agreement to enhance compensation.

2 Added
Added CFO stock option grant medium

Added in current filing · verify on EDGAR →

Theresa Carlise, the Company’s Chief Financial Officer, was granted options to purchase 150,000 shares of the Company’s common stock under the 2025 Plan

The CFO received options to purchase 150,000 shares at $4.50 per share, expiring May 27, 2031. Like the CEO's grant, these vest in five equal installments of 30,000 options upon achieving the same cumulative gross revenue milestones from $5 million to $25 million. This aligns CFO incentives with company revenue performance.

Show 1 minor / wording change
Added CFO severance provisions low

Added in current filing · verify on EDGAR →

a severance payment equal to six months of Base Salary in the event of a termination without Cause or resignation for Good Reason

The amended CFO agreement adds new severance protections including six months base salary for termination without cause or resignation for good reason. In a change-in-control scenario, the CFO receives twelve months base salary, pro-rated bonus, and twelve months of medical coverage continuation. These provisions increase the company's potential termination-related liabilities.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Safe Pro Group filed an amendment to Theresa Carlise's employment agreement, effective May 27, 2026.

1 Added
Added Employment agreement amendment medium

Added in current filing · verify on EDGAR →

Amendment No. 4 to Employment Agreement, dated May 27, 2026, between Safe Pro Group Inc. and Theresa Carlise

The company executed the fourth amendment to Theresa Carlise's employment agreement on May 27, 2026. The 8-K does not disclose the specific terms or changes contained in this amendment, only that it was entered into and filed as an exhibit.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify