GridAI Technologies Corp.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 26, 2026, GridAI Technologies Corp. (the “Company”) entered into Amendment No. 4 (the “Amendment”), effective as of September 1, 2026, to the CFO Consulting Agreement dated March 6, 2025, by and between the Company and BPC Consulting Ltd. (the “Consultant”), as previously amended by Amendment No. 1 dated September 24, 2025, Amendment No. 2 effective March 17, 2026, and Amendment No. 3 effective June 1, 2026 (as amended, the “Consulting Agreement”), pursuant to which Anna Skowron provides services as Interim Chief Financial Officer of the Company. Compensation. Effective September 1, 2026, the Consultant will receive a fixed monthly retainer of $27,000, invoiced in two equal installments on the 15th and last day of each month. The Amendment eliminates the provisions of Amendment No. 2 providing for an hourly rate or separate billing for hours worked in excess of 30 hours per week. Equity Compensation. Subject to the terms of the Company’s equity incentive plan (the “Plan”) and the availability of shares reserved under the Plan, the Company will grant Ms. Skowron (or her permitted designee) up to 250,000 restricted stock units (“RSUs”), which vest, subject to continued service, as follows: 75,000 RSUs as of September 1, 2026; 25,000 RSUs on December 31, 2026; 50,000 RSUs upon the Company’s filing of a Form 8-K/A containing the required audited financial statements of an acquired business; and 25,000 RSUs on each of March 31, 2027, June 30, 2027, September 30, 2027 and December 31, 2027. All unvested RSUs will fully vest upon a Change of Control (as defined in the Amendment), excluding a change of control resulting solely from a potential acquisition transaction under evaluation by the Company as of the date of the Amendment. Upon a termination by the Company other than for Cause, the RSUs will continue to vest during the six-month notice period (and thereafter for so long as the Consultant or Ms. Skowron continues to serve the Company in any capacity), and any remaining unvested RSUs will otherwise be forfeited. Unvested RSUs will be forfeited upon a termination for Cause or by the Consultant. Term and Termination. The term of the Consulting Agreement runs through August 31, 2027 and thereafter automatically renews for successive one-year terms unless terminated. The Company may terminate the Consulting Agreement upon six months’ prior written notice, or immediately for Cause. If the Company terminates other than for Cause on less than six months’ notice, the Company will pay the Consultant the monthly retainer for the remainder of the notice period, conditioned upon the Consultant’s and Ms. Skowron’s execution and non-revocation of a general release. Bonus and Additional Grants. The Consultant is eligible for a discretionary annual cash bonus based on financial, strategic and operational performance factors. The Board or its compensation committee may, in its sole discretion, consider additional RSU grants to Ms. Skowron or her permitted designees during calendar year 2027, but is not obligated to make any such grants. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.