Form 8-K

8-K — Safe Pro Group Inc.

Accession: 0001493152-26-015137

Filed: 2026-04-03

Period: 2026-04-01

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

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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0002011208

2026-04-01

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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): April 1, 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.

April 1, 2026, Safe Pro Group Inc. (the “Company”) appointed Jarret Mathews to serve as the Company’s Chief Operating

Officer. In connection with Mr. Mathews’ appointment, on April 1, 2026, the Company and Mr. Mathews entered into an Executive Employment

Agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Mathews will serve as Chief Operating Officer

for an initial term of two years, which term renews automatically for successive one-year periods unless either party provides at least

30 days’ prior written notice of non-renewal, subject to earlier termination as described below. Under the Employment Agreement,

Mr. Mathews will receive an annual base salary of $200,000, is eligible for a home-office allowance of $1,000 per month, and received

a commencement cash bonus of $50,000. Mr. Mathews is eligible for an annual cash bonus of up to 100% of base salary, as determined by

the Board or its Compensation Committee based on Company and individual performance.

Equity

matters under the Employment Agreement are subject to the Company’s applicable equity incentive plan and award agreements, and

include the following: (i) acceleration of vesting, effective as of the commencement of employment, of an existing award covering 15,000

shares of Company common stock issued to Mr. Mathews while he was providing services to the Company in a consulting capacity; (ii) an

inducement grant of 20,000 shares of restricted common stock that are being granted outside of the Company’s 2025 Stock Plan as

an inducement material to Mr. Mathews’ entering into employment with the Company in accordance with Nasdaq Stock Market Listing

Rule 5635(c)(4); (iii) eligibility for an annual stock option award to purchase 75,000 shares of Company common stock for each fiscal

year during the term (subject to approval by the Board or Compensation Committee), vesting in equal quarterly installments over one year,

subject to continued service; and (iv) eligibility for performance-based option awards of 50,000, 50,000 and 100,000 options upon the

Company’s achievement, for a single fiscal year, of $5 million, $10 million and $20 million in revenue, respectively, in each case

subject to certification by the Board or Compensation Committee and the terms of the applicable plan and award agreements.

the Company terminates Mr. Mathews’ employment without Cause or he resigns for Good Reason (each as defined in the Employment Agreement),

and subject to his timely execution and non-revocation of a general release of claims, the Company will continue to pay base salary for

a period of two months following the termination date, in accordance with customary payroll practices and subject to applicable withholdings.

Mr.

Mathews, age 50, previously served as principal of Phase Zero Consulting since July 2024, advising both government and industry clients

on how to best find, develop, and integrate cutting-edge technology. Prior to that, from July 2021 to July 2024 he was an officer in

the United States Army serving as Director, Joint Acquisition Task Force. Mr. Mathews received a bachelor’s degree in civil engineering

from the United States Military Academy at West Point and holds a Master’s Degree in International Relations and Affairs from University

of Kansas. There are no family relationships between Mr. Mathews and any director or executive officer of the Company, and there are

no arrangements or understandings between Mr. Mathews and any other persons pursuant to which he was selected as an officer. There are

no transactions in which Mr. Mathews has a direct or indirect material interest that require disclosure under Item 404(a) of Regulation

S-K.

April 1, 2026, the Company entered into a Third Amendment to the Employment Agreement (the “Amendment”) with Theresa Carlise,

the Company’s Chief Financial Officer, which amends certain compensation and benefits terms of Ms. Carlise’s existing employment

agreement dated June 22, 2023, as previously amended on November 1, 2023 and March 27, 2024.

Under

the Amendment, effective April 1, 2026, Ms. Carlise’s annual base salary is set at $225,000. In addition, Ms. Carlise will receive

a monthly automobile allowance of $1,000. The Amendment further provides that the Company will pay 100% of Ms. Carlise’s health

insurance premium through the Company’s plan or, if the Company does not have a plan, Ms. Carlise will receive a monthly medical

allowance of $2,000. Except as modified by the Amendment, the terms of Ms. Carlise’s employment agreement remain in full force

and effect.

The

foregoing summary of the Employment Agreement and Amendment do not purport to be complete and are qualified in their entirety by reference

to the Employment Agreement and Amendment, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and

are incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

10.1

Employment Agreement between Safe Pro Group Inc. and Jarret Mathews dated April 1, 2026

10.2

Amendment No. 3 to Employment Agreement between Safe Pro Group Inc. and Theresa Carlise, dated April 1, 2026

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:

April 3, 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

Executive

Employment Agreement

This

EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of April 1, 2026 (the “Effective Date”),

by and between Safe Pro Group Inc. (together with its successors and assigns, the “Company”), and Jarret Mathews (“Executive”).

RECITALS

WHEREAS,

the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Chief Operating

Officer.

NOW,

THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration,

the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

1. Employment

and Term. The Company hereby agrees to employ Executive, and Executive hereby accepts

employment by the Company, on the terms and conditions hereinafter set forth. Executive’s

term of employment by the Company under this Agreement (the “Term”) shall

commence on the Effective Date and end on the second anniversary thereof, subject to automatic

renewal of the Term for additional one-year periods unless either the Company or Executive

gives the other party written notice of intent not to renew the Term not less than 30 days

before the date on which the Term otherwise would automatically renew. Notwithstanding the

foregoing, the Term may be terminated earlier in accordance with Section 5.

2. Position,

Duties and Responsibilities, Location, and Commuting.

(a) Position

and Duties. During the Term, the Company shall employ Executive as Chief Operating Officer.

Executive shall report directly to Chief Executive Officer, subject to the specific direction

of the Company’s Board of Directors (the “Board”). Executive shall

have such other duties, powers, and authority as are commensurate with his or her position

as Chief Operating Officer and such other duties and responsibilities that are commensurate

with his or her positions as specifically delegated to him or her from time to time by Chief

Executive Officer.

(b) Exclusive

Services and Efforts. Executive agrees to devote his or her efforts, energies, and skill

to the discharge of the duties and responsibilities attributable to his or her position and,

except as set forth herein, agrees to devote all of his or her professional time and attention

to the business and affairs of the Company. Executive shall be entitled to engage in service

on the board of directors of one (1) not-for-profit organization to the extent such service

does not interfere with the performance of his or her duties and responsibilities to the

Company, as determined by the Company in its sole discretion. Notwithstanding the foregoing,

the Executive has the following prior commitments that shall be allowed hereunder, but which

Executive shall terminate if a conflict of interest arises:

(i) Strategic

advisor for Wild West Systems (less than 2 hours a quarter).

(ii) Strategic

advisor for Reach Power (6 hours a quarter)

with Company Policies. Executive shall be subject to the Bylaws, policies, practices,

procedures and rules of the Company, including those policies and procedures set forth in

the Company’s Code of Conduct and Ethics. Executive’s violation of the terms

of such documents shall be considered a breach of the terms of this Agreement.

(d) Location

of Employment. Executive’s principal office, and principal place of employment,

shall be in Tampa, Florida; provided that Executive may be required under business circumstances

to travel outside of such location in connection with performing his or her duties under

this Agreement.

3. Compensation.

(a) Base

Salary. During the Term, the Company shall pay to Executive an annual salary of $200,000

(“Base Salary”). The Compensation Committee of the Board (the “Committee”)

may increase or decrease the Base Salary, in its sole discretion, taking into account Company

and individual performance objectives. Additionally, Executive shall receive $1,000 per month

as a home office allowance.

(b) Commencement

Bonus/Annual Cash Bonus. Upon commencement of employment, the Executive will have earned

a cash bonus of $50,000, payable within 15 days. During the Term, Executive shall be eligible

to receive an annual cash bonus of up to 100% of his Base Salary, on terms and conditions

as determined by the Committee in its sole discretion taking into account Company and individual

performance objectives. Executive must be employed as of the date of payment in order to

receive any bonus payable pursuant to this paragraph 3(b).

Compensation Generally.

(i) All

equity-based awards granted to Executive, including but not limited to stock options, restricted

stock, restricted stock units, or other equity-based awards (collectively, “Equity

Awards”), shall be subject to:

(A) the

terms and conditions of the Company’s applicable equity incentive plan as in effect

from time to time (the “Equity Plan”); and

(B) one

or more award agreements or notices, in a form prescribed by the Company (each, an “Award

Agreement”).

(ii) In

the event of any conflict between this Agreement and the Equity Plan, the Equity Plan shall

control, except to the extent expressly prohibited by applicable law or expressly stated

otherwise in the relevant Award Agreement.

(iii) Upon

commencement of this Agreement, the Executive certain Equity Awards and incentives as set

forth on Schedule A hereto.

(d) Clawback

Policy. Notwithstanding anything to the contrary in this Agreement or any other agreement

between the Company and Executive, any incentive-based or other compensation paid or payable

to Executive by the Company that is subject to recovery or forfeiture, as applicable, under

any law, government regulation, stock exchange listing requirement, or any clawback policy

adopted by the Company, as in effect from time to time, will be subject to any deduction,

forfeiture, and/or recoupment as may be permitted or required under such law, regulation,

requirement, or policy and as determined by the Company in its sole discretion. Executive

agrees to promptly repay upon notice from the Company any amount that has been paid to Executive

prior to becoming subject to recoupment thereunder.

4. Employee

Benefits and Perquisites.

(a) Benefits.

Executive shall be entitled to participate in such health, group insurance, welfare, pension,

and other employee benefit plans, programs, and arrangements as are made generally available

from time to time to other employees of the Company, subject to Executive’s satisfaction

of all applicable eligibility conditions of such plans, programs, and arrangements. Nothing

herein shall be construed to limit the Company’s ability to amend or terminate any

employee benefit plan or program in its sole discretion.

(b) Fringe

Benefits, Perquisites, and Paid Time Off. During the Term, Executive shall be entitled

to participate in all fringe benefits and perquisites made available to other employees of

the Company, subject to Executive’s satisfaction of all applicable eligibility conditions

to receive such fringe benefits and perquisites. In addition, Executive shall be eligible

for up to 15 days of paid time off (“PTO”) per calendar year in accordance

with the Company’s vacation and PTO policy, excluding standard paid Company holidays.

In addition to PTO, you will have up to 7 days of paid medical leave per calendar year for

your own illness or injury. This medical leave is separate from and in addition to any leave

required under the Family and Medical Leave Act (FMLA).

of Expenses. The Company shall reimburse Executive for all reasonable pre-approved business

and travel expenses incurred in the performance of his or her job duties, promptly upon presentation

of appropriate supporting documentation and otherwise in accordance with and subject to the

expense reimbursement policy of the Company.

5. Termination.

(a) General.

The Company may terminate Executive’s employment for any reason or no reason, and Executive

may terminate his or her employment for any reason or no reason, in either case subject only

to the terms of this Agreement; provided, however, that Executive is required to provide

to the Company at least 15 days’ written notice of intent to terminate employment for

any reason unless the Company specifies an earlier date of termination. Upon termination

of Executive’s employment, Executive shall be entitled to the compensation and benefits

described in this Section 5 and shall have no further rights to any compensation or benefits

from the Company. For purposes of this Agreement, the following terms have the following

meanings:

(i) “Accrued

Benefits” shall mean: (i) accrued but unpaid Base Salary through the Termination

Date, payable within thirty days following the Termination Date and any annual cash bonus

earned but unpaid with respect to the year preceding the year in which the Termination Date

occurs, payable in accordance with Section 3(b); (ii) reimbursement for any unreimbursed

pre-approved reasonable business expenses incurred through the Termination Date, payable

within thirty days following the Termination Date; (iii) accrued but unused PTO days; and

(iv) all other payments, benefits, or fringe benefits to which Executive shall be entitled

as of the Termination Date under the terms of any applicable compensation arrangement or

benefit, equity, or fringe benefit plan or program or grant.

(ii) “Cause”

shall mean: (i) a breach by Executive of his or her fiduciary duties to the Company; (ii)

Executive’s breach of this Agreement, which, if curable, remains uncured or continues

after ten days’ notice by the Company thereof; (iii) the commission of (A) any crime

constituting a felony in the jurisdiction in which committed, (B) any crime involving moral

turpitude (whether or not a felony), or (C) any other criminal act involving embezzlement,

misappropriation of money, fraud, theft, or bribery (whether or not a felony); (iv) illegal

or controlled substance abuse or insobriety by Executive; (v) Executive’s material

negligence or dereliction in the performance of, or failure to perform Executive’s

duties of employment with the Company, which remains uncured or continues after ten days’

notice by the Company thereof; (vi) Executive’s refusal or failure to carry out a lawful

directive of the Company or any member of the Board or any of their respective designees,

which directive is consistent with the scope and nature of Executive’s responsibilities;

or (vii) any conduct, action or behavior by Executive that is, or is reasonably expected

to be, materially damaging to the Company, whether to the business interests, finance or

reputation. In addition, Executive’s employment shall be deemed to have terminated

for Cause if, on the date Executive’s employment terminates, facts and circumstances

exist that would have justified a termination for Cause, even if such facts and circumstances

are discovered after such termination.

(iii) “Change

in Control” means, as determined by the Board, (i) a sale, merger, or consolidation,

in a single transaction or series of related transactions, in which securities possessing

more than fifty percent of the total combined voting power of the Company’s outstanding

securities are issued or transferred to a Person (as defined in Section 6(c) hereof) or Persons

different from the Persons holding more than fifty percent of the total combined voting power

of the Company immediately prior to such transaction, or (ii) the sale, transfer, or other

disposition of all or substantially all of the Company’s assets to an unrelated third

party.

(iv) “Good

Reason” shall mean the occurrence of any of the following circumstances or events,

without Executive’s consent, upon which Executive notifies the Board in writing of

such circumstance or event within ten days of its occurrence and shall have not been cured

within thirty days after the Board’s receipt of written notice thereof from Executive:

(i) a material reduction in Executive’s Base Salary (other than a reduction that is

commensurate with a broad-based reduction among the Company’s executive employees);

(ii) a material diminution of Executive’s duties, responsibilities, or authority (except

as may occur in connection with a Change in Control); or (iii) a material breach by the Company

of this Agreement. Executive’s resignation will not be treated as being for Good Reason

unless Executive’s resignation occurs during the one-month period following the end

of the cure period.

(v) “Termination

Date” shall mean the date on which Executive’s employment hereunder terminates

in accordance with this Agreement.

(b) Termination

Without Cause or Termination by Executive for Good Reason. In the event that Executive’s

employment hereunder is terminated by the Company without Cause or by Executive for Good

Reason, Executive shall be entitled to receive the Accrued Benefits. In addition, commencing

on the first payroll date following the date that is sixty days following the Termination

Date, the Company shall continue to pay Executive his or her Base Salary, in accordance with

customary payroll practices and subject to applicable withholding and payroll taxes (the

“Severance Payments”), for two months (the “Severance Period”);

provided, however, that the Severance Payments shall be conditioned upon the execution, non-revocation,

and delivery of a general release of claims by Executive, in a form reasonably satisfactory

to the Company, within sixty days following the Termination Date. In the event that Executive

fails to timely execute and deliver such a release, the Company shall have no obligation

to pay Severance Payments under this Agreement.

Other Terminations. In the event that Executive’s employment hereunder is terminated

by the Company for Cause, by Executive without Good Reason, or due to Executive’s death

or disability, Executive shall be entitled to receive the Accrued Benefits and any annual

cash bonus earned but unpaid with respect to the year preceding the year in which the Termination

Date occurs, payable in accordance with Section 3(b).

(d) Return

of Company Property. Upon termination of Executive’s employment for any reason

or under any circumstances, Executive shall promptly return any and all of the property of

the Company and any affiliates (including, without limitation, all computers, keys, credit

cards, identification tags, documents, data, confidential information, work product, and

other proprietary materials), and other materials. In its sole discretion, the Company may

direct Executive, and Executive agrees to comply with any such direction, to delete or destroy

any and all copies of such documents and materials that are not or cannot be returned to

the Company that remain in Executive’s possession or control.

(e) Post-Termination

Cooperation. Executive agrees and covenants that, following the Term, he or she shall,

to the extent requested by the Company, cooperate in good faith with the Company to assist

the Company in the pursuit or defense of (except if Executive is adverse with respect to)

any claim, administrative charge, or cause of action by or against the Company as to which

Executive, by virtue of his or her employment with the Company or any other position that

Executive holds that is affiliated with or was held at the request of the Company, has relevant

knowledge or information, including by acting as the Company’s representative in any

such proceeding and, without the necessity of a subpoena, providing truthful testimony in

any jurisdiction or forum. The Company shall reimburse Executive for his or her reasonable

out-of-pocket expenses incurred in compliance with this Section.

(f) Post-Termination

Non-Assistance. Executive agrees and covenants that, following the Term, he or she shall

not voluntarily assist, support, or cooperate with, directly or indirectly, any person or

entity alleging or pursuing or defending against any claim, administrative charge, or cause

or action against or by the Company, including by providing testimony or other information

or documents, except under compulsion of law. Should Executive be compelled to testify, nothing

in this Agreement is intended or shall prohibit Executive from providing complete and truthful

testimony. Nothing in this Agreement shall in any way prevent Executive from cooperating

with any investigation by any federal, state, or local governmental agency.

6. Indemnification.

For a period of two years following Executive’s termination of employment (other than

for Cause), the Company shall indemnify and hold Executive harmless from and against any

claim, loss, or cause of action brought, asserted, or assessed against Executive by a third

party that is directly connected with lawful actions of Executive performed in good faith

within the scope of his or her employment with the Company, unless such actions constituted

gross negligence or willful misconduct as determined by the Company in its sole discretion

(a “Claim”). As a condition to the Company’s obligation under this

Section, Executive shall provide the Company written notice of any Claim for which indemnification

may be sought as promptly as practicable after Executive becoming aware thereof, stating

all pertinent facts and including all notices and documents received by Executive relating

to the Claim. The Company may assume the defense of a Claim against Executive, utilizing

counsel of the Company’s choice; in such event, Executive may elect to participate

in the defense of such Claim utilizing Executive’s own counsel at Executive’s

sole expense. Executive shall cooperate in the defense of the Claim by the Company and shall

provide the Company with all additional information and documents received by Executive or

otherwise in Executive’s possession relating to the Claim. In the event the Company

does not assume the defense of a Claim against Executive, Executive may assume such defense

by written notice to the Company. The Company shall reimburse Executive for any reasonable

attorneys’ fees and other expenses actually and necessarily incurred by Executive in

connection with such defense. Executive shall not independently consent to the settlement

of any Claim without the prior written consent of the Company. Any amounts reimbursed by

the Company under this Section shall be promptly repaid to the Company by Executive if the

Company later reasonably determines that the underlying Claim was not properly indemnifiable

pursuant to this Section.

7. Other

Tax Matters.

(a) Withholding.

The Company shall withhold all applicable federal, state, and local taxes, social security

and workers’ compensation contributions and other amounts as may be required by law

with respect to compensation payable to Executive pursuant to this Agreement.

(b) Section

409A. Notwithstanding anything herein to the contrary, this Agreement is intended to

be interpreted and applied so that the payment of the benefits set forth herein shall either

be exempt from, or in the alternative, comply with, the requirements of Section 409A of the

Internal Revenue Code of 1986, as amended (the “Code”), and the published

guidance thereunder (“Section 409A”). A termination of employment shall

not be deemed to have occurred for purposes of any provision of this Agreement providing

for the payment of any amounts or benefits upon or following a termination of employment

that are considered “nonqualified deferred compensation” under Section 409A unless

such termination is also a “separation from service” within the meaning of Section

409A and, for purposes of any such provision of this Agreement, references to a “termination,”

“Termination Date,” or like terms shall mean “separation from service.”

Notwithstanding any provision of this Agreement to the contrary, if Executive is a “specified

employee” within the meaning of Section 409A, any payments or arrangements due upon

a termination of Executive’s employment under any arrangement that constitutes a “nonqualified

deferral of compensation” within the meaning of Section 409A and which do not otherwise

qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation,

the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)),

shall be delayed and paid or provided on the earlier of (a) the date which is six months

after Executive’s “separation from service” for any reason other than death,

or (b) the date of Executive’s death. This Agreement may be amended without requiring

Executive’s consent to the extent necessary (including retroactively) by the Company

in order to preserve compliance with Section 409A. The preceding shall not be construed as

a guarantee of any particular tax effect for Executive’s compensation and benefits

and the Company does not guarantee that any compensation or benefits provided under this

Agreement will satisfy the provisions of Section 409A.

from Service. After any Termination Date, Executive shall have no duties or responsibilities

that are inconsistent with having a “separation from service” within the meaning

of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement

to the contrary, distributions upon termination of employment of nonqualified deferred compensation

may only be made upon a “separation from service” as determined under Section

409A and such date shall be the Termination Date for purposes of this Agreement. Each payment

under this Agreement or otherwise shall be treated as a separate payment for purposes of

Section 409A. In no event may Executive, directly or indirectly, designate the calendar year

of any payment to be made under this Agreement which constitutes a “nonqualified deferral

of compensation” within the meaning of Section 409A and to the extent an amount is

payable within a time period, the time during which such amount is paid shall be in the discretion

of the Company.

(d) Reimbursements.

All reimbursements and in-kind benefits provided under this Agreement shall be made or provided

in accordance with the requirements of Section 409A. To the extent that any reimbursements

are taxable to Executive, such reimbursements shall be paid to Executive on or before the

last day of Executive’s taxable year following the taxable year in which the related

expense was incurred. Reimbursements shall not be subject to liquidation or exchange for

another benefit and the amount of such reimbursements that Executive receives in one taxable

year shall not affect the amount of such reimbursements that Executive receives in any other

taxable year.

8. Non-Compete,

Non-Solicitation.

(a) Non-Competition.

Beginning on the date hereof and through the date that is one year following the Termination

Date (the “Non-Compete Period”), Executive will not, and will cause his

or her affiliates not to, directly or indirectly, through or in association with any third

party, in any territory which the Company operates as of the time Executive is no longer

employed by, consulting for, serving as a board member of, or no longer otherwise works for,

the Company, (i) engage in, market, sell, or provide any products or services which are the

same or similar to or otherwise competitive with the products and services sold or provided

by the Company or (ii) own, acquire, or control any interest, financial or otherwise, in

a third party or business or manage, participate in, consult with, render services for or

otherwise, any business, that in each case is engaged in selling or providing the same, similar

or otherwise competitive services or products which the Company is selling or providing,

other than ownership of one percent or less of the equity of a publicly traded company.

(b) Non-Solicitation.

(i) Beginning

on the date hereof and through the date that is two years following the Termination Date

(the “Non-Solicit Period”), Executive will not, and will cause his or

her affiliates not to, directly or indirectly, through or in association with any third party

(1) call on, solicit, or service, engage or contract with, or take any action which may interfere

with, impair, subvert, disrupt, or alter the relationship, contractual or otherwise, between

the Company and any current or prospective customer, supplier, distributor, developer, service

provider, licensor, or licensee or other material business relation of the Company, (2) divert

or take away the business or patronage (with respect to products or services of the kind

or type developed, produced, marketed, furnished, or sold by the Company) of any of the clients,

customers, or accounts, or prospective clients, customers, or accounts, of the Company or

(3) attempt to do any of the foregoing, either for Executive’s own purposes or for

any other third party.

(ii) During

the Non-Solicit Period, Executive will not, and will cause his or her affiliates not to,

directly or indirectly, through or in association with any third party (1) solicit, induce,

recruit, or encourage any employees or independent contractors of or consultants to the Company

to terminate their relationship with the Company or take away or hire such employees, independent

contractors, or consultants or (2) attempt to do any of the foregoing, either for Executive’s

own purposes or for any other third party.

9. Nondisclosure

and Nonuse of Confidential Information.

(a) Representations.

Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is

a valuable, special, and unique asset of the Company, the unauthorized disclosure or use

of which could cause substantial injury and loss of profits and goodwill to the Company;

(ii) Executive is in a position of trust and subject to a duty of loyalty to the Company,

and (iii) by reason of his or her employment and service to the Company, Executive will have

access to the Confidential Information. Executive, therefore, acknowledges that it is in

the Company’s legitimate business interest to restrict Executive’s disclosure

or use of Confidential Information for any purpose other than in connection with Executive’s

performance of Executive’s duties for the Company, and to limit any potential misappropriation

of such Confidential Information by Executive.

(b) Nondisclosure/Nonuse.

Executive will not disclose or use at any time, either during the Term or thereafter, any

Confidential Information (as hereinafter defined) of which Executive is or becomes aware,

whether or not such information is developed by him or her, except to the extent that such

disclosure or use is directly related to and required by Executive’s performance in

good faith of duties assigned to Executive by the Company or has been expressly authorized

by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive

from complying with any subpoena, order, judgment, or decree of a court or governmental or

regulatory agency of competent jurisdiction (an “Order”); provided, further,

however, that (i) Executive agrees to provide the Company with prompt written notice of any

such Order and to assist the Company, at the Company’s expense, in asserting any legal

challenges to or appeals of such Order that the Company in its sole discretion pursues, and

(ii) in complying with any such Order, Executive shall limit his or her disclosure only to

the Confidential Information that is expressly required to be disclosed by such Order. Executive

will take all appropriate steps to safeguard Confidential Information and to protect it against

disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at

the Termination Date, or at any time the Company may request, all memoranda, notes, plans,

records, reports, electronic information, files and software, and other documents and data

(and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter

defined) of the business of the Company which Executive may then possess or have under his

or her control.

Information. As used in this Agreement, the term “Confidential Information”

means information that is not generally known to the public (including the existence and

content of this Agreement) and that is used, developed, or obtained by the Company in connection

with its business, including, but not limited to, information, observations, and data obtained

by Executive while employed by the Company or any predecessors thereof (including those obtained

prior to the date of this Agreement) concerning (i) the business or affairs of the Company

(or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures,

(iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software

and hardware, including operating systems, applications and program listings, (viii) flow

charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods,

(xi) inventions, devices, new developments, methods, and processes, whether patentable or

unpatentable and whether or not reduced to practice, (xii) customers and clients (and all

information with respect to such persons) and customer or client lists, (xiii) suppliers

(and all information with respect to such persons) or supplier lists, (xiv) other copyrightable

works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all

similar and related information in whatever form. Confidential Information will not include

any information that has been published in a form generally available to the public prior

to the date Executive proposes to disclose or use such information. Confidential Information

will not be deemed to have been published merely because individual portions of the information

have been separately published, but only if all material features comprising such information

have been published in combination.

(d) Defend

Trade Secrets Act Whistleblower Immunity Notice. Pursuant to 18 U.S.C. §1833(b),

Employee is notified that: An individual shall not be criminally or civilly liable under

any federal or state trade secret law for the disclosure of a trade secret that is made (i)

in confidence to a federal, state, or local government official, or to an attorney, solely

for the purpose of reporting or investigating a suspected violation of law; or (ii) in a

compliant or other document filed in a lawsuit or other proceeding, if such filing is made

under seal.

10. Property;

Inventions and Patents.

(a) Property.

All inventions, developments, software, designs, reports, trademarks, and related materials

(whether or not patentable) (“Inventions”) that relate to the Company’s

business and are conceived or created by Executive during employment — or afterwards

using Company resources or Confidential Information — are the sole property of the

Company (“Work Product”). Executive will promptly disclose all Work Product to

the Company and take all steps necessary to confirm the Company’s ownership. To the

extent Work Product is copyrightable, it constitutes a work made for hire; to the extent

it does not, Executive hereby assigns all rights in it to the Company.

(b) Cooperation.

During and after employment, Executive will assist the Company in obtaining patents, copyrights,

and other IP protections for Work Product worldwide, and will execute any documents necessary

to establish the Company’s ownership. Executive will not claim ownership of or file

any IP applications for any Work Product.

Inventor Designation; Moral Rights Waiver. The Company is not required to designate Executive

as inventor or author of any Work Product. Executive irrevocably waives, to the fullest extent

permitted by law, all rights to such designation and all moral rights in any Work Product.

(d) Pre-Existing

and Third-Party Materials. Executive will not incorporate any pre-existing or third-party

intellectual property into Work Product without prior written Company approval. To the extent

any such materials are incorporated with approval, Executive grants the Company a nonexclusive,

royalty-free, perpetual, irrevocable, worldwide license to use them. Executive will not incorporate

IP owned by any other party without the Company’s prior written consent.

(e) Attorney-in-Fact.

Executive irrevocably appoints the Company as attorney-in-fact to execute and file any IP

applications on Executive’s behalf if Executive is unavailable or unable to do so.

11. Non-Disparagement.

Executive agrees that, during the Term and at any time thereafter, he or she will not make,

or cause to be made, any statement, observation, or opinion, or communicate any information

(whether oral or written), to any person other than a member of the Board, that disparages

the Company or is likely in any way to harm the business or the reputation of the Company,

or any of its former, present, or future managers, directors, officers, members, stockholders,

or employees.

12. Enforcement

of Restrictive Covenants. Because Executive’s services are special, unique, and

extraordinary and because Executive has access to Confidential Information and Work Product,

the parties hereto agree that money damages would be an inadequate remedy for any breach

of Sections 8, 9, 10 or 11 of this Agreement, notwithstanding any provision to the contrary

in Section 16. Therefore, in the event of a breach or threatened breach of this Agreement,

the Company, or any of its successors or assigns may, in addition to other rights and remedies

existing in their favor at law or in equity, apply to any court of competent jurisdiction

for specific performance and/or injunctive or other relief in order to enforce, or prevent

any violations of such provisions (without posting a bond or other security). The parties

acknowledge that the restrictions in Sections 8, 9, 10, or 11 of this Agreement are reasonable

and necessary to protect the legitimate business interests of the Company.

13. Assurances

by Executive. Executive represents and warrants to the Company that he or she may enter

into and fully perform all of his or her obligations under this Agreement and as an employee

of the Company without breaching, violating, or conflicting with (i) any judgment, order,

writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal

that applies to Executive or (ii) any agreement, contract, obligation, or understanding to

which Executive is a party or may be bound.

14. Termination

or Repayment of Severance Payments. In addition to the foregoing, and not in any way

in limitation thereof, or in limitation of any right or remedy otherwise available to the

Company, if Executive violates any provision of this Agreement, any obligation of the Company

to pay Severance Payments shall be terminated and of no further force or effect, and Executive

shall promptly repay to the Company any Severance Payments previously made to Executive,

in each case, without limiting or affecting Executive’s obligations under this Agreement

the Company’s other rights and remedies available at law or equity.

15. Publicity.

During the Term and for a three-month period thereafter, Executive hereby irrevocably consents

to any and all uses and displays of the Executive’s name, voice, likeness, image, appearance,

and biographical information by the Company and its agents, representatives, and licensees

for legitimate commercial or business purposes of the Company.

16. Notices.

Except as otherwise specifically provided herein, any notice, consent, demand, or other communication

to be given under or in connection with this Agreement shall be in writing and shall be deemed

duly given when delivered personally, when transmitted by facsimile transmission, one day

after being deposited with Federal Express or other nationally recognized overnight delivery

service, or five days after being mailed by first class mail, charges or postage prepaid,

properly addressed, if to the Company, at its principal office, with a copy to 18305 Biscayne

Blvd., Suite 222, Aventura, Florida 33160, with a copy to its General Counsel to 18305 Biscayne

Blvd., Suite 200, Aventura, Florida 33160 and, if to Executive, at his or her address set

forth following his or her signature below. Either party may change such address from time

to time by notice to the other.

17. Governing

Law; Arbitration. This Agreement shall be governed by and construed and interpreted in

accordance with the laws of Florida, without giving effect to any choice of law rules or

other conflicting provision or rule that would cause the laws of any jurisdiction to be applied;

provided, however, that, to the fullest extent permitted by applicable law, any dispute,

controversy or claim arising out of or related to this Agreement shall be submitted to and

decided by binding arbitration, located in Broward County and administered and conducted

pursuant to the applicable rules and procedures of AAA as well as any requirements imposed

by applicable law. The parties hereby agree to accept the arbitrator’s award as final

and binding upon them.

18. Amendments;

Waivers. This Agreement may not be modified or amended or terminated except by an instrument

in writing, signed by Executive and a duly authorized representative of the Company (other

than Executive). By an instrument in writing similarly executed (and not by any other means),

either party may waive compliance by the other party with any provision of this Agreement

that such other party was or is obligated to comply with or perform; provided, however, that

such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent

failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any right,

remedy, or power hereunder preclude any other or further exercise thereof or the exercise

of any other right, remedy, or power provided herein or by law or in equity. To be effective,

any written waiver must specifically refer to the condition(s) or provision(s) of this Agreement

being waived.

19. Inconsistencies.

In the event of any inconsistency between any provision of this Agreement and any provision

of any Company arrangement, the provisions of this Agreement shall control, unless Executive

and the Company otherwise agree in a writing that expressly refers to the provision of this

Agreement that is being waived.

20. Assignment.

This Agreement is personal to Executive and without the prior written consent of the Company

shall not be assignable by Executive. The obligations of Executive hereunder shall be binding

upon Executive’s heirs, administrators, executors, assigns, and other legal representatives.

This Agreement shall be binding upon and shall inure to the benefit of and be enforceable

by the Company’s successors and assigns.

21. Voluntary

Execution; Representations. Executive acknowledges that (a) he or she has consulted with

or has had the opportunity to consult with independent counsel of his or her own choosing

concerning this Agreement and has been advised to do so by the Company, and (b) he or she

has read and understands this Agreement, is competent and of sound mind to execute this Agreement,

is fully aware of the legal effect of this Agreement, and has entered into it freely based

on his or her own judgment and without duress.

22. Headings.

The headings of the Sections and subsections contained in this Agreement are for convenience

only and shall not be deemed to control or affect the meaning or construction of any provision

of this Agreement.

23. Construction.

The language used in this Agreement shall be deemed to be the language chosen by the parties

to express their mutual intent, and no rule of strict construction shall be applied against

any party.

24. Beneficiaries/References.

Executive shall be entitled, to the extent permitted under applicable law, to select and

change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following

Executive’s death by giving written notice thereof. In the event of Executive’s

death or a judicial determination of his or her incompetence, references in this Agreement

to Executive shall be deemed, where appropriate, to refer to his or her beneficiary, estate,

or other legal representative.

25. Survivorship.

Except as otherwise set forth in this Agreement, the respective rights and obligations of

the parties shall survive any termination of Executive’s employment.

26. Severability.

It is the desire and intent of the parties hereto that the provisions of this Agreement be

enforced to the fullest extent permissible under the laws and public policies applied in

each jurisdiction in which enforcement is sought. Accordingly, if any particular provision

of this Agreement shall be adjudicated by a court of competent jurisdiction or arbitrator

to be invalid, prohibited, or unenforceable for any reason, such provision, as to such jurisdiction,

shall be ineffective, without invalidating the remaining provisions of this Agreement or

affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding

the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited,

or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly

drawn, without invalidating the remaining provisions of this Agreement or affecting the validity

or enforceability of such provision in any other jurisdiction.

27. Right

of Set Off. In the event of a breach by Executive of the provisions of this Agreement,

the Company is hereby authorized at any time and from time to time, to the fullest extent

permitted by law, and after ten days prior written notice to Executive, to set off and apply

any and all amounts at any time held by the Company on behalf of Executive and all indebtedness

at any time owing by the Company to Executive against any and all of the obligations of Executive

now or hereafter existing.

28. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed

an original, but all such counterparts shall together constitute one and the same instrument.

Signatures delivered by facsimile or PDF shall be effective for all purposes.

29. Entire

Agreement. This Agreement contains the entire agreement of the parties and supersedes

all prior or contemporaneous negotiations, correspondence, understandings and agreements

between the parties, regarding the subject matter of this Agreement.

Safe

Pro Group Inc.

By:

/s/

Daniyel Erdberg

Daniyel

Erdberg, CEO

Date:

4/2/26

EXECUTIVE:

By:

/s/

Jarret Mathews

Jarret

Mathews

Date:

4/2/26

Address

for Notices:

Schedule

1. Accelerated

Vesting of Existing Share Award (15,000 Shares).

(a) Executive

currently holds an award of Company common stock representing fifteen thousand (15,000) shares

of the Company’s common stock (the “Existing Share Award”), granted

pursuant to the Equity Plan and an applicable Existing Award Agreement dated August 1, 2025

(the “Existing Award Agreement”).

(i) Notwithstanding

anything to the contrary contained in the Existing Award Agreement or the Equity Plan, effective

as of the Commencement Date and conditioned upon Executives commencement of employment as

COO, the vesting of the Existing Share Award shall be accelerated such that one hundred percent

(100%) of the shares subject to the Existing Share Award (to the extent then outstanding

and unvested) shall become fully vested as of the Commencement Date, subject to compliance

with all applicable tax withholding and other obligations.

2. Inducement

Award:

(a) 20,000

shares of restricted Company Common Stock, as inducement to become an employee of the Company

3. Annual

Option Grant (75,000 Options per Year; Quarterly Vesting).

(a) Commencing

with the Company’s 2026 fiscal year that includes the Commencement Date, and for each

fiscal year thereafter during the Term (unless otherwise determined by the Board or the Compensation

Committee in its sole discretion), Executive shall be eligible to receive an annual stock

option award under the Equity Plan to purchase seventy-five thousand (75,000) shares of the

Company’s common stock (each, an “Annual Option Grant”), subject

to approval by the Board or the Compensation Committee.

(b) Subject

to Executives continued employment with the Company through each applicable vesting date,

and except as otherwise provided in this Agreement, the Equity Plan, or the applicable Award

Agreement, each Annual Option Grant shall vest in equal quarterly installments over the one

(1) year period following the applicable Grant Date.

4. Performance-Based

Option Awards (Revenue Milestone Options).

(a) In

addition to the Annual Option Grants described in Section 1(a)(ii), Executive shall be eligible

to receive the following performance-based option awards (collectively, the “Revenue

Milestone Options”):

(i) fifty

thousand (50,000) options upon achievement by the Company of five million dollars ($5,000,000)

in Revenue (as defined below) for a single fiscal year (the “$5M Milestone Options”);

(ii) fifty

thousand (50,000) options upon achievement by the Company of ten million dollars ($10,000,000)

in Revenue for a single fiscal year (the “$10M Milestone Options”); and

(iii) one

hundred thousand (100,000) options upon achievement by the Company of twenty million dollars

($20,000,000) in Revenue for a single fiscal year (the “$20M Milestone Options”).

(b) Each

Revenue Milestone shall be deemed achieved for purposes of this Section 3 on the date the

Board or the Compensation Committee certifies in good faith, based on the Company’s

financial statements, that the applicable Revenue Milestone has been satisfied for the relevant

fiscal year (the “Certification Date”).

Executives employment terminates for any reason prior to the date on which the Board or the

Compensation Committee certifies the achievement of any Revenue Milestone, Executive shall

have no right to receive the corresponding Milestone Option Grant unless otherwise expressly

provided in a separate written agreement approved by the Board or the Compensation Committee.

(d) In

the event of any restatement of the Company’s financial statements or any accounting

reclassification that would result in a change in whether a Revenue Milestone was achieved,

the Board or the Compensation Committee may, in its sole discretion, adjust, cancel, or require

forfeiture of any Milestone Option Grant previously awarded or vested based on any such Revenue

Milestone, subject to applicable law.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit 10.2

THIRD

AMENDMENT TO EMPLOYMENT AGREEMENT

This

Third Amendment to the Employment Agreement, (this “Amendment No 3”) is made and entered into as of the 1st

day of April 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 (“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 desire to enter into this Third 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:

Amendment.

Section 4(a)(i) and 4(a)(ii) of the Employment Agreement are hereby deleted and and replaced by new Section 4(a) as follows:

“(a)

The Corporation shall pay the Executive as compensation for her services hereunder, an annual salary $225,000 (Two Hundred Twenty-Five

Thousand Dollars) payable pursuant to the Company’s regular payroll schedule (the “Base Salary”), less

such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on

an annual basis and has the right but not the obligation to increase it, but such salary shall not be decreased during the Term. In addition

to the Base Salary, Executive shall receive an auto allowance of $1,000 per month.”

“Section 4(e) of the Employment Agreement is hereby amended by adding the following after the first sentence of the subsection:

“

The Company shall pay 100% of Executives’s health insurance premium through the Company’s plan or if the Company doesn’t

have a plan, Executive shall recieve a monthly medical allowance of $2,000.”

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/

Dan Erdberg

/s/ Theresa

Carlise

Name: Dan

Erdberg

Theresa Carlise

Title: Chief Executive

Officer

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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