UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
Executive Officer Stock Option Awards.
On May 27, 2026, the Board of Directors (the “Board”) and the Compensation Committee (the “Compensation Committee”) of Safe Pro Group Inc. (the “Company”) approved grants, under the Company’s 2025 Safe Pro Group Equity Incentive Plan (the “2025 Plan”) and the Company’s 2022 Stock Incentive Plan (the “2022 Plan”), of performance-based stock options to certain executive officers of the Company. The options have a five-year term expiring May 27, 2031, and have an exercise price of $4.50.
In connection with the equity awards, 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, and Daniyel Erdberg, the Company’s Chief Executive Officer, was granted options to purchase 750,000 shares of the Company’s common stock, consisting of 460,500 shares under the 2025 Plan and 289,500 shares under the 2022 Plan.
The options granted to Ms. Carlise will vest in five equal installments of 30,000 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively. The options granted to Mr. Erdberg under the 2025 Plan will vest in five equal installments of 92,100 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively. The options granted to Mr. Erdberg under the 2022 Plan will vest in five equal installments of 57,900 options upon the Company achieving cumulative gross revenue milestones of $5 million, $10 million, $15 million, $20 million, and $25 million, respectively.
The options are subject to the terms and conditions of the Plan and the Company’s form of stock option agreement.
Amendment No. 4 to Employment Agreement of Chief Financial Officer.
In addition, on May 27, 2026, the Company entered into Amendment No. 4 to the Employment Agreement dated June 22, 2023, as previously amended, with Theresa Carlise, the Company’s Chief Financial Officer. The amendment provides for the following modifications to Ms. Carlise’s compensation and termination provisions:
(i) a monthly home office allowance of $1,000;
(ii) an annual target cash bonus opportunity of 100% of one year’s Base Salary, at the discretion of the Compensation Committee, with a minimum guaranteed annual cash bonus of 25% of one year’s Base Salary;
(iii) a severance payment equal to six months of Base Salary in the event of a termination without Cause or resignation for Good Reason; and
(iv) in the event of a Change in Control, Change-in-Control Severance Payments consisting of (a) a pro-rated annual cash bonus for the year in which the termination date occurs, (b) a lump sum cash payment equal to twelve months of Base Salary, and (c) monthly medical payment amounts continuing until the earlier of twelve months following the termination date or the date on which the Executive becomes employed by a third party and becomes eligible to participate in such third party’s group health plan.
The foregoing summary of Amendment No. 4 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 4, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 4 to Employment Agreement, dated May 27, 2026, between Safe Pro Group Inc. and Theresa Carlise | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Date: May 29, 2026
| SAFE PRO GROUP INC. | ||
| By: | /s/ Daniyel Erdberg | |
| Daniyel Erdberg | ||
| Chief Executive Officer | ||