SURF AIR MOBILITY INC. 8-K

What Happened

• Surf Air Mobility Inc. (SRFM) filed an 8‑K reporting that Chairman Carl Albert informed the company on May 18, 2026 that he will not seek re-election at the Annual Meeting scheduled for July 24, 2026. Mr. Albert will remain Chairman and a director until the Annual Meeting and, per an Advisory Services Agreement dated May 19, 2026 (effective July 24, 2026), will transition to the role of Chairman Emeritus and serve as an advisor to the Board for an initial one‑year term beginning after the Annual Meeting. On Mr. Albert’s nomination, the Board elected Shawn Pelsinger to succeed him as Chairman effective as of the Annual Meeting. The filing states Mr. Albert’s decision is not due to any disagreement with the company.

Key Details

• Advisory term: one year beginning after the Annual Meeting (effective July 24, 2026), terminable on 30 days’ notice by either party or immediately by the company for certain misconduct; may be extended one additional year by mutual agreement.
• Cash and equity compensation: $110,000 annual advisory fee plus annual equity compensation with a grant‑date value of approximately $165,000 (on same terms as non‑employee directors).
• One‑time equity award: 1,000,000 shares of common stock issuable in two tranches — 750,000 shares granted and fully vested on the effective date of the Advisory Agreement; 250,000 shares granted and fully vested on the one‑year anniversary, subject to continued service through that date.
• Administrative: Advisory Services Agreement is attached as Exhibit 10.1 to the 8‑K.

Why It Matters

• Leadership change: the Board will have a new chairman (Shawn Pelsinger) after the July 24, 2026 Annual Meeting, which could affect board oversight and investor relations.
• Compensation and dilution: the advisory arrangement includes cash and significant equity awards (1,000,000 shares total plus annual equity grants), which are material items investors may want to consider for potential dilution and governance costs.
• Continuity and succession: Mr. Albert remains involved as an advisor during the transition, and the filing clarifies the departure is not due to a disagreement, reducing immediate governance uncertainty.