Safe Pro Group Inc. 8-K

What Happened

• Safe Pro Group Inc. announced on May 27, 2026 that its Board and Compensation Committee approved performance‑based stock option awards for CEO Daniyel Erdberg and CFO Theresa Carlise. The options (totaling 900,000 shares) expire May 27, 2031 and have an exercise price of $4.50.
• Ms. Carlise received 150,000 options under the 2025 Plan; Mr. Erdberg received 750,000 options (460,500 under the 2025 Plan and 289,500 under the 2022 Plan). Vesting for all grants occurs in five equal installments tied to cumulative gross revenue milestones of $5M, $10M, $15M, $20M and $25M.
• Also on May 27, 2026, the company entered into Amendment No. 4 to CFO Theresa Carlise’s employment agreement, which updates her compensation and termination provisions.

Key Details

• Total options granted: 900,000 (150,000 to CFO; 750,000 to CEO). Exercise price: $4.50. Term: 5 years (expire May 27, 2031).
• Vesting: five equal installments upon achievement of cumulative gross revenue milestones of $5M, $10M, $15M, $20M, $25M (CFO installments = 30,000 each; CEO installments split 92,100 and 57,900 per plan).
• CFO employment changes: $1,000 monthly home office allowance; annual target cash bonus opportunity = 100% of base salary (minimum guaranteed 25%); severance = six months’ base salary for termination without Cause or resignation for Good Reason.
• Change‑in‑control protections for CFO: pro‑rated annual bonus, lump‑sum equal to 12 months’ base salary, and continued monthly medical payments up to 12 months or until re‑employment with group health.

Why It Matters

• These awards tie senior management compensation to revenue growth, aligning incentives to reach specific cumulative revenue thresholds. If milestones are met, the options could lead to up to 900,000 additional shares outstanding if exercised.
• The CFO amendment increases guaranteed cash bonus protection and strengthens severance/change‑in‑control benefits, which could raise potential cash and benefit obligations for the company in certain termination scenarios.
• Investors should note the concrete dilution potential, the $4.50 exercise price and the milestone‑based vesting structure; review Exhibit 10.1 (Amendment No. 4) for the full terms.