Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On July 17, 2026, the Board of Directors (the "Board") of Red Cat Holdings, Inc. (the "Company") determined to terminate Geoffrey Hitchcock, Chief Revenue Officer of the Company, effective on July 23, 2026 (the "Termination Date"). The Board determined that grounds existed for "Cause" under Section 11(c) of Mr. Hitchcock’s Executive Employment Agreement (the "Employment Agreement," incorporated by reference into this report as Exhibit 99.1), following a hearing process described in Section 11(c)(2) of the Employment Agreement. Based on the Board’s for-cause determination, the Company communicated to Mr. Hitchcock that he is not entitled to any severance benefits or acceleration of vesting of equity awards except for salary and benefits earned through the Termination Date.

 

Item 8.01 Other Events.

 

Following communication of the Board’s determination to Mr. Hitchcock, on July 21, 2026, Mr. Hitchcock filed a civil complaint against the Company alleging, among other things, retaliatory termination in violation of New York and Oregon law, breach of contract, and breach of the implied covenant of good faith and fair dealing, and seeking compensatory and other damages in an unspecified amount. The Company believes the claims are without merit, intends to defend itself vigorously, and will evaluate potential counterclaims against Mr. Hitchcock.