Form 8-K

8-K — Safe Pro Group Inc.

Accession: 0001493152-26-026373

Filed: 2026-05-29

Period: 2026-05-27

CIK: 0002011208

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 27, 2026

Safe

Pro Group Inc.

(Exact

name of Registrant as specified in its Charter)

Delaware

001-42261

87-4227079

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

No.)

Identification

No.)

18305

Biscayne Blvd., Suite 222

Aventura,

Florida 33160

(Address

of principal executive offices)

Registrant’s

Telephone Number, including area code: (786) 409-4030

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

SPAI

The

NASDAQ Stock Market LLC

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.

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.

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 4 TO EMPLOYMENT AGREEMENT

This

Fourth Amendment to the Employment Agreement (this “Amendment No. 4”) is made and entered into as of the 27th day of May

2026 (the “Amendment Effective Date”), by and between Safe Pro Group Inc., a Delaware corporation (the “Corporation”),

and Theresa Carlise (the “Executive”).

WHEREAS,

the Corporation and Executive entered into an employment agreement dated June 22, 2023 (the “Employment Agreement”);

and

WHEREAS,

the Corporation and Executive entered into an amendment to the employment agreement dated November 1, 2023, Amendment No. 1 (“Amendment

No. 1”); and

WHEREAS,

the Corporation and Executive entered into an amendment to the employment agreement dated March 27, 2024, Amendment No. 2 (“Amendment

No. 2”); and

WHEREAS,

the Corporation and Executive entered into an amendment to the employment agreement dated April 1, 2026, Amendment No. 3 (“Amendment

No. 3”); and

WHEREAS,

the Corporation and Executive desire to enter into this Fourth Amendment to modify certain terms of the Employment Agreement, as

more fully set forth herein.

NOW,

THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. AMENDMENTS.

Section

4. Compensation (a) last sentence is hereby amended by adding the sentence “The Executive shall receive a home office allowance

of $1,000, to be payable on the first payroll of each month, less all applicable withholdings”.

Section

4. Compensation (c) Bonus of the Employment Agreement is hereby amended by replacing with the following: “During the Term,

Executive shall have 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.”

Section

6. Effects of Termination (c)(i) replace with the following “(i) a cash payment, based on the current scale of Executive’s

Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such

termination, less withholding of all applicable taxes.”

Further,

under Section 6. Effects of Termination, a subsection (f) is to be added as follows: “In the event of a Change in Control,

which shall have the same meaning as provided in the Company’s Equity Incentive Plan in effect as of the Effective Date, ‘Change-in-Control

Severance Payments’ shall mean (i) a pro-rated annual cash bonus for the year in which the Termination Date occurs (calculated

based on the annual target cash bonus opportunity for the year of termination), payable when bonuses are paid to other executives of

the Company in the year following the year of the Termination Date; (ii) a lump sum cash payment, payable on the Termination Date, equal

to twelve months Base Salary at the annualized rate then in effect (or the rate that should be in effect but for any Base Salary diminution);

and (iii) Medical Payment Amounts, payable each month, commencing on the first day of the month following the Termination Date and continuing

until the earlier of twelve months following the Termination Date or the date on which Executive becomes employed by a third party and

becomes eligible to participate in such third party’s group health plan.

Other

Terms Unchanged. The Employment Agreement, as amended by this Amendment, remains and continues in full force and effect, constitutes

legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed.

Counterparts.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall

constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this

Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

SAFE PRO GROUP INC.

EXECUTIVE:

By:

/s/ Daniyel Erdberg

By:

/s/ Theresa Carlise

Name:

Daniyel Erdberg

Theresa Carlise

Title:

Chief Executive Officer

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