Zoned Properties, Inc. 8-K

What Happened
Zoned Properties, Inc. filed an 8‑K reporting personnel compensation actions effective January 19 and January 28, 2026. The board approved 10% base salary increases for CEO/CFO Bryan McLaren (to $275,000) and President/COO Berekk Blackwell (to $210,000) effective January 28, 2026. The company canceled all unvested stock options held by certain executives and directors effective January 19, 2026 (aggregate 298,750 options held by McLaren (0), Blackwell (97,500), Art Friedman (70,000), David G. Honaman (70,000) and Cole Stevens (61,250)); vested options remain outstanding. On January 28, 2026 the company issued restricted common stock as compensation for 2026–2027 services: McLaren 250,000 shares; Blackwell 150,000; Fried man 200,000; Honaman 200,000; Stevens 200,000. Separately, non‑executive manager Patrick Moroney had 60,000 unvested options canceled (effective Jan 19) and received 150,000 restricted shares on Jan 28, 2026. The filing references a previously disclosed Jan 15, 2026 asset purchase/management buyout with BPB Partners, LLC (Buyer), which is owned by McLaren, Blackwell and Moroney.

Key Details

• Salary increases: 10% raises effective Jan 28, 2026 — McLaren to $275,000; Blackwell to $210,000.
• Unvested options canceled (effective Jan 19, 2026): total 298,750 for executives/directors (breakdown above) + 60,000 for Patrick Moroney. Vested options remain exercisable.
• Restricted stock grants (effective Jan 28, 2026): McLaren 250,000; Blackwell 150,000; Friedman 200,000; Honaman 200,000; Stevens 200,000; Moroney 150,000.
• Grants are subject to monthly pro‑rata forfeiture if a recipient resigns or is terminated for cause before Dec 31, 2027; a change of control before that date terminates clawbacks. The company will pay up to 35% of the shares’ cost basis to cover recipients’ income tax liabilities (and will pay the full 35% amount prior to a change of control).

Why It Matters
These actions materially change the executives’ and directors’ compensation mix — reducing future option holdings while replacing them with restricted stock and modest base pay increases. Restricted shares (with forfeiture conditions) align current compensation with continued service through 2027, and the 35% tax‑coverage commitment increases the cash value recipients receive. Investors should note the link to the management buyout transaction previously disclosed (BPB Partners) and the potential impact of a change of control, which would accelerate retention of these shares and payment of the tax coverage.