SkyAI, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On May 22, 2026, SkyAI, Inc., a Nevada corporation (the “Company”) entered into an employment agreement (the “Agreement”) with Arthur Levine, pursuant to which Mr. Levine was appointed as the Chief Financial Officer of the Company, effective immediately. Mr. Levine, age 68, has been serving as the interim Chief Financial Officer of the Company since February 2026. Mr. Levine has provided fractional and interim consulting services from 2023 to 2026 to companies in various industries at various stages of growth. From March 2021 to July 2023, Mr. Levine served as the Chief Financial Officer of NextNRG, Inc (f.k.a EzFill Holdings) (NASDAQ: NXXT), a mobile fueling company. From 2014 to 2020, Mr. Levine served as the Chief Financial Officer of Sensus Healthcare (NASDAQ: SRTS), a medical device company. Mr. Levine received his Bachelor of Science degree from The Wharton School of the University of Pennsylvania and is a Certified Public Accountant. Pursuant to the Agreement, Mr. Levine is entitled to (i) an annual base salary of $400,000, payable at least monthly and subject to annual review and potential increases by the Board of Directors (the “Board”) or a committee thereof and (ii) an annual cash bonus of 50% of the base salary, contingent on performance and continued employment, payable in cash by March 15 of the year following the performance year. In addition to an initial equity grant, Mr. Levine will also be eligible to receive equity-based compensation awards from time to time, as determined in the sole discretion of the Board or a committee thereof. The Agreement contains a perpetual confidentiality covenant as well as non-competition and employee and customer non-solicitation covenants that apply during his employment with the Company and for a period of 18 months following Mr. Levine’s termination. In the event the Mr. Levine’s employment is terminated by the Company without cause or by Mr. Levine for good reason, Mr. Levine will be entitled to a lump sum severance payment equal to one (1) times Mr. Levine’s base salary and accelerated vesting of any outstanding equity awards, subject to Mr. Levine’s execution and non-revocation of a release of claims; provided that, in the event such termination occurs in connection with a change in control of the Company, in addition to the acceleration of any outstanding equity awards Mr. Levine will be entitled to a lump sum severance payment equal to three (3) times Mr. Levine’s base salary. There are no arrangements or understandings between the Company and Mr. Levine pursuant to which Mr. Levine was appointed and there is no family relationship between or among any director or executive officer of the Company or Mr. Levine. There are no transactions, to which the Company is or was a participant and in which Mr. Levine has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The foregoing descriptions of the Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Items 1.01 is incorporated by reference in this Item 5.02.