SDR Drone, Inc.: Item 5.02 filing

Events in this filing

Item 5.02 as filed

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 22, 2026, the Board of Directors (the “Board”) of the Company adopted, by unanimous written consent, the 2026 SDR
Drone, Inc. Stock Incentive Plan (the “Plan”), effective that date, and approved a form of Nonqualified Stock Option Agreement
for options granted under the Plan.
The
Plan permits the Board to grant shares of common stock, restricted stock and nonqualified stock options to the Company’s employees,
officers, directors and consultants, including its executive officers. A total of 12,000,000 shares of common stock are reserved for
issuance under the Plan. Each award requires a separate resolution of the Board. The exercise price of an option may not be less than
the fair market value of a share on the grant date, and no option may be exercised more than ten years after the grant date. Options
may not be repriced without shareholder approval. Shares subject to an award that lapses return to the reserve. No award may be made
after December 31, 2029.
Options
granted on the approved form vest in three equal installments on the first, second and third anniversaries of the grant date, subject
to continued service.
The
Board also authorized the filing of a registration statement on Form S-8 to register the shares reserved under the Plan.
The
foregoing description is qualified in its entirety by reference to the Plan and the form of Nonqualified Stock Option Agreement, filed
as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.