UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ Definitive Proxy Statement

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☐ Soliciting Material Under §240.14a-12

Surf Air Mobility Inc.

(Name of Registrant as Specified In Its Charter)

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be

advised that Surf Air Mobility Inc. intends to release definitive copies of this Proxy Statement to

stockholders beginning on or about June 10, 2026

To Our Stockholders

Notice of Annual Meeting of Stockholders

Date:

Friday, July 24, 2026

Time:

9:00 a.m. Pacific Time

Place:

The Annual Meeting will be hosted via live webcast on the Internet at www.virtualshareholder

meeting.com/SRFM2026.

YOUR VOTE IS

IMPORTANT

Your vote is important to us. Whether or not you expect to attend the annual meeting via live webcast, please submit a proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

HOW TO PARTICIPATE:

Our annual meeting will be a completely virtual meeting of stockholders. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/SRFM2026. You will not be able to attend the annual meeting in person.

ITEMS OF BUSINESS:


				Elect the two Class C directors named in the accompanying Proxy Statement to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified;
				Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
				Approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a reverse stock split ratio ranging from 2:1 to 6:1, inclusive; and
				Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

As described more fully in the section titled “Proposal 3 — Approval of a Reverse Stock Split” of the proxy statement, if stockholders approve Proposal 3, the Board, in its sole discretion, will have the authority to decide, at any time within 12 months of stockholder approval, whether to implement the Reverse Stock Split and the ratio to be used.

WHO MAY VOTE:

Stockholders of record at the close of business on May 26, 2026.

STOCKHOLDER LIST:

A complete list of stockholders of record of our common stock entitled to vote at the annual meeting will be maintained in our principal executive offices at 12111 S. Crenshaw Boulevard, Hawthorne, California 90250 for ten days prior to the annual meeting and will be accessible during the meeting at www.virtualshareholdermeeting.com/SRFM2026.

By Order of the Board of Directors,

Deanna White

Chief Executive Officer

June [•], 2026

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Table of Contents


Notice of Annual Meeting of Stockholders
Important Notice Regarding Proxy Materials			1
Meeting Information			2
Proposal 1 — Election of Directors			3
Corporate Governance			7
Director Compensation			14
Executive Officers of the Company			18
Executive Compensation			19
Summary Compensation Table - Fiscal Years 2025 and 2024			19
Outstanding Equity Awards as of December 31, 2025			20
2025 Equity Awards			21
Executive Employment and Severance Agreements			21
Defined Contribution Plans			22
Security Ownership of Certain Beneficial Owners and Management			24
Equity Incentive Plan Information			27
Report of Audit Committee			28
Proposal 2 — Ratification of Independent Registered Public Accounting Firm			29
Proposal 3 — Approval of a Reverse Stock Split			31
Transactions with Related Persons			40
Delinquent Section 16(a) Reports			44
Proposals of Stockholders and Director Nominations for 2027 Annual Meeting			45
Other Matters			46
Annual Report to Stockholders			46
Questions and Answers About the Proxy Materials and Annual Meeting			47
Appendix A: Certificate of Amendment to Effect Reverse Stock Split			A-1

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Proxy Statement

Annual Meeting of Stockholders To Be Held July 24, 2026

Our Board of Directors is soliciting your proxy for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, July 24, 2026 at 9:00 a.m. Pacific Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. This Proxy Statement and proxy materials are first being made available to stockholders on June [ ], 2026.

We will be hosting the Annual Meeting via live webcast on the Internet. Any stockholder as of the Record Date can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/SRFM2026. Stockholders may vote and ask questions while connected to the Annual Meeting on the Internet.

You will not be able to attend the Annual Meeting in person.

Unless the context otherwise requires, references in this Proxy Statement to “Company,” “we,” “our,” “us,” and similar terms refer to Surf Air Mobility Inc., a Delaware corporation.


	Important notice regarding the availability of proxy materials for the stockholder meeting to be held on July 24, 2026:
	The Notice of Annual Meeting, our Proxy Statement and our Annual Report to Stockholders are available at www.proxyvote.com.


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Meeting Information

Annual Meeting of Stockholders

TIME AND DATE

9:00 a.m. Pacific Time on Friday, July 24, 2026

PLACE

The Annual Meeting will be hosted via live webcast on the Internet at www.virtualshareholdermeeting.com/SRFM2026.

RECORD DATE

May 26, 2026

Voting

Stockholders as of the close of business on the Record Date are entitled to vote.


				Vote by Internet at www.proxyvote.com Vote during the meeting via the www.virtualshareholdermeeting.com/SRFM2026.

Voting Matters


	Board Recommendation			Proposals
	FOR ALL director nominees			Proposal 1: Election of Class C Directors
	FOR			Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2026
	FOR			Proposal 3: Approval of a Reverse Stock Split


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Proposal 1 —

Election of Directors

Our Board of Directors (the “Board”) is currently comprised of eight directors. Under our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our Board is divided into three classes, each serving a staggered three-year term, with one class being elected at each year’s annual meeting of stockholders as follows:

•	the Class C directors are Carl Albert, Tyler Painter and Sudhin Shahani, and their terms will expire at the Annual Meeting;

•	the Class A directors are Bruce Hack and Shawn Pelsinger, and their terms will expire at the 2027 annual meeting of stockholders; and

•	the Class B directors are David Anderman, John D’Agostino and Edward Mady, and their terms will expire at the 2028 annual meeting of stockholders.

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated each of Tyler Painter and Sudhin Shahani for election to our Board as Class C directors to serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified. In May 2026, Mr. Albert informed the Board that he did not intend to stand for re-election at the Annual Meeting. Following the Annual Meeting, Mr. Albert will transition to the role of Chairman Emeritus and serve as an advisor to the Board pursuant to an advisory services agreement, the terms of which are described further in “Certain Relationships and Related Party Transactions”. Also in May 2026, the Board approved the appointment of Shawn Pelsinger as Chairman of the Board, effective immediately following the Annual Meeting.

Proxies may only be voted for the two Class C directors nominated for election at the Annual Meeting.

Each of Tyler Painter and Sudhin Shahani are standing for election to our Board for the first time since we became a publicly traded company. Mr. Painter previously served as a Senior Advisor and acting Chief Financial Officer of Surf Air Global Limited prior to our direct listing and was recommended by the Surf Air Global Limited Board to serve on the Company’s Board. Mr. Shahani, one of our co-founders, was the Chief Executive Officer and a member of the Board of Surf Air Global Limited prior to our direct listing and was recommended by the Surf Air Global Limited Board to serve on the Company’s Board.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board, or the Board may reduce the number of directors on the Board.

Biographical Descriptions

Set forth below is biographical information about each of our director nominees and continuing directors. The information below is provided as of May 26, 2026. The primary experience, qualifications, attributes, and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board that such nominee should serve as a member of the Board are also described below.

VOTE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR ALL” THE DIRECTOR NOMINEES.


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Nominees for Election as Class C Directors at the Annual Meeting


	TYLER PAINTER
	Class C Age: 54 Director Since: 2023			POSITION AND BUSINESS EXPERIENCE
				Tyler Painter has served as a director of the Company since July 2023. Mr. Painter has served as the Chief Financial Officer and Chief Operating Officer of Wisk Aero, an aerospace company, since April 2022. Prior to becoming the Chief Financial Officer of Wisk Aero, Mr. Painter served as a Senior Advisor and acting Chief Financial Officer of Surf Air Global Limited, a subsidiary of the Company, from August 2020 to April 2022. From January 2018 to October 2019, Mr. Painter served as Chief Financial Officer of Fair Financial Corporation. Mr. Painter served as the Chief Financial Officer of Solazyme (formerly Nasdaq: TVIA) from September 2007 through October 2014 and expanded his role to include Chief Financial Officer and Chief Operating Officer from October 2014 through October 2017. In August 2017, Solazyme, which had been re-named TerraVia Holdings, Inc., was acquired in a sale process conducted under Section 363 of the U.S. Bankruptcy Code. Prior to Solazyme, Mr. Painter served as Corporate Treasurer and VP of Finance and Investor Relations for Wind River Systems from September 2000 through April 2007. Earlier in his career, Mr. Painter held various finance roles at Cars Direct and Gap Inc. Mr. Painter holds a B.S. in business with concentration in finance from California Polytechnic University, San Luis Obispo.
				KEY ATTRIBUTES
				Mr. Painter is qualified to serve on the Board based on his extensive corporate finance and operational experience.


	SUDHIN SHAHANI
	Class C Age: 43 Director Since: 2023			POSITION AND BUSINESS EXPERIENCE
				Sudhin Shahani has served as a director of the Company since July 2023. Mr. Shahani is the co-founder and served as the Chief Executive Officer of Surf Air Global Limited, a subsidiary of the Company, from 2013 to July 2023. Mr. Shahani has served as a managing director of FutureCorp, a newly-formed capital investment platform focused on investing across the space industry, since March 2026. Mr. Shahani has also served as a director of FutureCorp Space Acquisition 1, a blank check company, since March 2026 and as the chairman of its board of directors since April 2026. Previously, Mr. Shahani was an Entrepreneur in Residence at Anthem Ventures, an early-stage venture capital firm, where he worked with a number of portfolio companies, led investments, and served on the board of Madefire Inc. from July 2013 to December 2018 and Panna from March 2012 to April 2019 (until each of their respective sales to Discovery Networks). Prior to his role at Anthem Ventures, Mr. Shahani co-founded Musicane, a digital music and social shopping network from 2004 to 2009. Mr. Shahani holds a B.S. with honors in Business Administration & Entrepreneurship from Babson College.
				KEY ATTRIBUTES
				Mr. Shahani is qualified to serve as a member of the Board based on his extensive experience in business strategy and management.


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Continuing Directors


	Shawn Pelsinger
	Class A Age: 42 Director Since: 2025			POSITION AND BUSINESS EXPERIENCE
				Shawn Pelsinger has served as a director of the Company since October 2025, and following the Annual Meeting, will serve as Chairman of the Board. Mr. Pelsinger has served as Chief Legal Officer and Chief Administrative Officer of Acrisure, LLC, a global fintech provider of solutions across insurance, reinsurance, payroll, benefits, cybersecurity, and real estate services, since April 2025. Prior to joining Acrisure, Mr. Pelsinger was the Global Head of Corporate Development & Senior Counsel of Palantir Technologies Inc., a software company, from March 2015 to April 2025. Mr. Pelsinger previously served as a member of the boards of directors of two Palantir Technologies subsidiaries, Palantir Technologies Japan, K.K., from July 2024 to March 2026, and Palantir, Korea, LLC, from September 2022 to May 2026. Mr. Pelsinger has also served on the boards of directors of Acrisure Re Holdings Limited since August 2025 and Acrisure International Holdings Limited since October 2025. Since January 2015 Mr. Pelsinger has served as a Lecturer at Law at Columbia University Law School where he designed and teaches the “Technology and Venture Capital Law” seminar. Mr. Pelsinger received his L.L.M and J.D. from the New York University School of Law and his B.A. from the Schreyer Honors College at Pennsylvania State University.
				KEY ATTRIBUTES
				Mr. Pelsinger is qualified to serve on the Board based on his expertise in enterprise software, operational leadership and corporate governance.


	DAVID ANDERMAN
	Class B Age: 57 Director Since: 2024			POSITION AND BUSINESS EXPERIENCE
				David Anderman has served as a director of the Company since December 2024, having previously served as Chief Legal Officer of the Company from June 2023 to May 2024. Mr. Anderman has served as President of Proxima Centauri, LLC, a business advisory firm, advising venture funds on strategy and operations, since 2014. Mr. Anderman has served as the Co-Founder and General Partner of Stellar Ventures, a venture fund investing in the next generation of space entrepreneurs, since July 2021. Mr. Anderman was General Counsel of Space Exploration Technologies Corp. (d/b/a SpaceX), a space technology company, from June 2019 to December 2020, during which time he supported the launch of satellite internet network Starlink and aided the SpaceX launch of NASA astronauts to the International Space Station. Mr. Anderman served 16 years at Lucasfilm Ltd., starting as a junior lawyer and rising through the ranks to become General Counsel and Chief Operating Officer. He has held C-level positions at a series of technology startups. Mr. Anderman began his career as an intellectual property litigator in Silicon Valley. Mr. Anderman received his J.D. from the University of Pennsylvania Carey Law School and his B.A. at the University of Pennsylvania.
				KEY ATTRIBUTES
				Mr. Anderman is qualified to serve on the Board based on his on his extensive business experience and industry knowledge.


	JOHN D’AGOSTINO
	Class B Age: 51 Director Since: 2023			POSITION AND BUSINESS EXPERIENCE
				John D’Agostino has served as a director of the Company since July 2023. Mr. D’Agostino has served as Senior Advisor at Coinbase Institutional, a digital currency asset manager, since June 2021. Prior to his role at Coinbase Institutional, Mr. D’Agostino was the US Managing Director at Waystone Governance, a provider of institutional governance, risk and compliance services to the asset management industry, from May 2015 to September 2021. From May 2017 to December 2021, Mr. D’Agostino served as a director of Blockmate Ventures Inc. (f/k/a Midpoint Holdings Ltd.), a financial technology company. In 2021, Mr. D’Agostino was named Fellow of the AIF Institute Financial Innovation Center of Excellence. Mr. D’Agostino received his MBA from Harvard Business School, and his B.A. from Williams College.
				KEY ATTRIBUTES
				Mr. D’Agostino is qualified to serve on the Board based on his extensive corporate finance and operational leadership.


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	BRUCE HACK
	Class A Age: 77 Director Since: 2023			POSITION AND BUSINESS EXPERIENCE
				Bruce Hack has served as a director of the Company since July 2023. Mr. Hack has served as the founder and Chief Executive Officer of BLH Venture, LLC, a strategic and financial advisory firm, since 2010. Prior to founding BLH Venture, LLC, Mr. Hack served as an Executive Vice Chairman of Activision Blizzard from 2008 to 2009 and Chief Executive Officer of Vivendi Games from 2004 to 2008. Mr. Hack also served as Vice-Chairman of the board of directors for Universal Music Group, Inc. from 1998 to 2001 and Chief Financial Officer of Universal Studios, Inc. from 1995 to 1998. In addition, Mr. Hack served as the Executive Chairman of PowerUP Acquisition Corporation from January 2021 to August 2023, was previously a director then Chairman of the board of directors of Technicolor, Inc. from 2010 to 2019, and served as director of Mimedx Group, Inc. from 2010 to 2019. Mr. Hack received his B.A. from Cornell University and his M.B.A from the University of Chicago.
				KEY ATTRIBUTES
				Mr. Hack is qualified to serve on the Board based on his operational and financial expertise and public company board experience.


	EDWARD MADY
	Class B Age: 73 Director Since: 2023			POSITION AND BUSINESS EXPERIENCE
				Edward Mady has served as a director of the Company since July 2023. Mr. Mady served as Senior Advisor and Advisory Board Member to Surf Air Global Limited, a subsidiary of the Company, from January 2017 to July 2023. Mr. Mady has served as President and Chief Operating Officer of The Masterpiece Collection Ltd., a luxury hospitality company, since December 2023. Mr. Mady served as General Manager of The Beverly Hills Hotel and Regional Director for Dorchester Collection, a luxury hotel operator, also overseeing Hotel Bel-Air from July 2011 to February 2022. Prior to that role, Mr. Mady worked as the General Manager at the New York Palace from June 2009 to June 2011. Prior to that role, Mr. Mady worked at The Ritz-Carlton Hotel Company as a Vice President and Area General Manager from November 1988 to May 2009. Mr. Mady has also served as the Principal to Edward Mady LLC, a consultancy serving leaders of travel-based organizations including hospitality and aviation brands, since December 2016. Mr. Mady studied Hotel Restaurant Management at St. Clair College.
				KEY ATTRIBUTES
				Mr. Mady is qualified to serve on the Board based on his extensive management and client hospitality experience.

VOTE

The Board of Directors recommends a vote “FOR ALL” of the director nominees. Unless

otherwise instructed, the proxy holders will vote the proxies received by them “FOR ALL” the director nominees.


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Corporate Governance

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines to assist the Board in the discharge of its duties and to set forth the Board’s current views with respect to selected corporate governance matters considered significant to our stockholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition and director qualifications, expectations of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Governance” then “Governance Documents” on our website at https://investors.surfair.com/.

Director Independence

Under the rules of the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board. Under the NYSE rules, a director will only qualify as an “independent director” if our Board affirmatively determines that the director, in the opinion of our Board, does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board reviewed its composition and the independence of our directors and considered whether any director has a relationship with us that could interfere with his or her ability to exercise independent judgment in carrying out his or her responsibilities. In addition, the Board annually evaluates and determines the independence of each our non-employee directors under the NYSE listing standards. As a part of the evaluation process, and as part of the independence determination by the Board, the Board considers, in addition to such other factors as they may deem appropriate, each director’s occupation, personal and affiliate transactions with the Company, and other relevant direct and indirect relationships with the Company that may affect independence. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of Mr. Albert, Mr. D’Agostino, Mr. Hack, Mr. Mady, Mr. Painter and Mr. Pelsinger qualify as independent directors, and that Tyrone Bland, who served as director until August 2025, qualified as an independent director during the time he served as director, as defined under the listing rules of the NYSE, and that our Board consists of a majority of “independent directors,” as defined under the rules of the SEC and NYSE. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining independence. Mr. Anderman and Mr. Shahani are not considered independent directors as a result of their former employment by, and former or current advisory arrangements with, the Company.

Board Leadership Structure

We have no policy requiring either that the positions of the Chairman of the Board and our Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that it is important to retain flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer in a way that is in our best interests and the best interests of our stockholders at a given point in time. Deanna White currently serves as our Chief Executive Officer and Carl Albert serves as the independent Chairman of the Board. Following the Annual Meeting, Shawn Pelsinger will serve as the independent Chairman of the Board. The Board has determined that this leadership structure is best for the Company at this time because it provides our Chief Executive Officer, Ms. White, with the ability to focus on our day-to-day operations while allowing our Chairman, Mr. Albert and, following the Annual Meeting, Mr. Pelsinger, to lead our Board in its fundamental role of providing advice to and oversight of management.


Surf Air Mobility Inc.	7	2026 Proxy Statement

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The Board’s Role in Risk Oversight

Our Board, as a whole and through its committees, serves an active role in overseeing the management of risks related to our business. Our officers are responsible for day-to-day risk management activities. The full Board monitors risks through regular reports from each of the committee chairs and is apprised of particular risk management issues in connection with its general oversight and approval of corporate matters. The Board and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each committee meets with key management personnel and representatives of outside advisers as required.

Our Board has delegated oversight for specific areas of risk exposure to its committees as follows:

•

The Audit Committee oversees the management of a variety of the Company’s risks, including through review and discussion of the Company’s guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk, and reviews major financial risk exposures facing the Company and management’s plans to monitor and control such exposures. The Audit Committee is also responsible for primary oversight related to our financial reporting, accounting, and internal controls, oversees our compliance with legal and regulatory requirements, and meets regularly with our internal auditors and independent registered public accounting firm.

•	The Compensation Committee reviews and discusses the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements.

Our Board believes that the leadership structure described above under “Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the independent Chairman and working through its independent committees, to participate actively in the oversight of management’s actions.

Committees of the Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The written charters of these committees are available under “Governance” the “Governance Documents” on our website at https://investors.surfair.com/.


	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Carl Albert
Sudhin Shahani
John D’Agostino
David Anderman
Edward Mady
Tyler Painter
Bruce Hack
Shawn Pelsinger

Chairperson & Financial Expert

Financial Expert

Chairperson

Member


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Audit Committee

Our Board determined that each of Carl Albert, John D’Agostino and Bruce Hack, who comprise our Audit Committee, and Tyler Painter, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. Additionally, our Board has determined that each of John D’Agostino, Carl Albert, Bruce Hack and Tyler Painter is an “audit committee financial expert” as defined by applicable SEC rules. Following the Annual Meeting, the Audit Committee will be comprised of John D’Agostino, Bruce Hack and Tyler Painter, with John D’Agostino as Chairperson.


Committee Members	Primary Responsibilities	Number of Meetings in 2025
John D’Agostino (Chair) Carl Albert Bruce Hack	• Appointing, compensating, retaining and overseeing the work of our independent auditors. • Evaluating the performance, independence and qualifications of our independent auditors. • Overseeing the quality and integrity of our financial statements and our compliance with applicable legal and regulatory requirements, including accounting, financial reporting, and public disclosure requirements. • Reviewing the performance of our system of internal control over financial reporting and the function of the internal audit department. • Preparing the audit committee report required by the SEC to be included in our annual proxy statement. • Discussing independent auditor’s annual audit plan, including the timing and scope of audit activities, and monitoring such plan’s progress and results. • Reviewing with management and the independent auditors our annual and quarterly financial statements. • Establishing procedures for employees to submit concerns anonymously about questionable accounting or auditing matters. • Reviewing our guidelines and policies on risk assessment and risk management. • Reviewing and approving related party transactions. • Obtaining and reviewing a report by our independent auditors at least annually that describes our independent auditors’ internal quality control procedures, any material issues raised by review under such procedures, and any steps taken to deal with such issues. • Approving (or, in its sole discretion, approving in advance) all audit and permitted non-audit engagements and relationships between us and our independent auditors.	10

The Audit Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate to the extent consistent with the Company’s charter and bylaws, applicable law, rules and regulations and the rules of NYSE. The Audit Committee has no current intention of delegating any of its responsibilities to a subcommittee.


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Compensation Committee

Our Board determined that each of Carl Albert, Bruce Hack and Edward Mady, who comprise our Compensation Committee, satisfy the independence standards for such committee established by applicable SEC rules and the listing standards of the NYSE. In making its independence determination for each member of the Compensation Committee, our Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Following the Annual Meeting, the Compensation Committee will be comprised of Bruce Hack and Edward Mady, with Bruce Hack as Chairperson.


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Carl Albert (Chair) Bruce Hack Edward Mady	• Retaining compensation consultants and outside counsel, experts, and other advisors. • Overseeing the Company’s overall compensation structure, policies, programs and arrangements. • Reviewing and approving, or recommending that our Board approve, the compensation of our executive officers. • Perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation or other employee benefit plan, including any incentive- compensation or equity-based plan. • Reviewing and making recommendations to the Board for CEO succession plans and reviewing with management the Company’s general management succession plans. • At least annually reviewing and discussing the relationship between risk management policies and practices, corporate strategy, and the Company’s compensation arrangements.	4

The Compensation Committee may form subcommittees and delegate to its subcommittees such power and authority to the extent consistent with the Company’s charter and bylaws, applicable law, rules and regulations and the rules of the NYSE. The Compensation Committee has not delegated any of its responsibilities to subcommittees. The Compensation Committee may confer with the Board in determining the compensation for the Chief Executive Officer. In determining compensation for executive officers other than the Chief Executive Officer, the Compensation Committee considers, among other things, the recommendations of the Chief Executive Officer.

Pursuant to its charter, the Compensation Committee is authorized to retain or obtain the advice of compensation consultants, outside counsel, experts or other advisors to assist in the evaluation of director and executive officer compensation or in carrying out its other responsibilities.

The Compensation Committee retained Compensia, Inc. (“Compensia”) as a national compensation consultant. Compensia did not provide any services to us in 2025 other than services performed in support of the Compensation Committee. Compensia’s 2025 services included a review of our executive compensation peer group benchmarking, a review of management proposals to the Compensation Committee, and research assistance with other items, including but not limited to our bonus program and equity program designs. The Compensation Committee reviewed Compensia’s independence and completed an assessment of any potential conflicts of interest raised by Compensia’s work by considering the following six factors, as well as others it deemed relevant: (i) whether Compensia provides other services to us; (ii) the annual dollar value of fees paid to Compensia, as a percentage of Compensia’s total revenue; (iii) the policies and procedures of Compensia that are designed to prevent conflicts of interest; (iv) any business or personal relationships between Compensia consultants and members of the Compensation Committee; (v) whether any Compensia consultants own the Company’s stock and if so, how much; and (vi) any business or personal relationships between Compensia consultants or Compensia with any of our executive officers. As a result of this review, the Compensation Committee concluded that Compensia is independent and that its work does not give rise to any conflicts of interest.


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Nominating and Corporate Governance Committee

Our Board determined that each of Carl Albert, John D’Agostino and Shawn Pelsinger, who comprise our Nominating and Corporate Governance Committee satisfy the independence standards for such committee established by the listing standards of the NYSE. Following the Annual Meeting, the Nominating and Corporate Governance Committee will be comprised of John D’Agostino, Bruce Hack and Shawn Pelsinger, with Bruce Hack as Chairperson.


Committee Members	Primary Responsibilities	Number of Meetings in 2025
Carl Albert (Chair) John D’Agostino Shawn Pelsinger	• Identifying, evaluating and recommending individuals qualified to become members of our Board and its committees. • Overseeing the evaluation of the Board and its committees. • Making recommendations to the Board with respect to the compensation of non-employee members of the Board. • Developing and recommending corporate governance guidelines to our Board. • Advising the Board on corporate governance matters and Board performance matters.	3

The Nominating and Corporate Governance Committee may form subcommittees and delegate to its subcommittees such power and authority as it deems appropriate to the extent consistent with the Company’s charter and bylaws, applicable law, rules and regulations and the rules of NYSE. The Nominating and Corporate Governance Committee has no current intention to delegate any of its responsibilities to a subcommittee. In 2025, the Nominating and Corporate Governance Committee did not retain a third-party search firm to assist in the process of identifying and evaluating potential director candidates.

Meetings and Attendance

During fiscal 2025, our Board held 12 meetings, the Audit Committee held 10 meetings, the Compensation Committee held 4 meetings, and the Nominating and Corporate Governance Committee held 3 meetings. Each of our directors, other than Mr. Painter, attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which each served during fiscal 2025. In addition, independent directors of our Board meet in regularly scheduled sessions without management, which are chaired by our independent Chairman.

It is our policy that directors are invited and encouraged to attend each year’s annual meeting of stockholders, either in person, telephonically or virtually. A total of 8 directors then serving attended the 2025 Annual Meeting of Stockholders.

Succession Planning

Our Board recognizes that advance planning for contingencies such as the departure, death or disability of the Chief Executive Officer or other top executives is critical so that, in the event of an untimely vacancy, the Company has in place a succession plan to facilitate the transition to both interim and longer-term leadership. The Compensation Committee regularly reviews the succession plan with the Chief Executive Officer with input from appropriate members of management.

Consideration of Director Candidates

Our Board and the Nominating and Corporate Governance Committee will consider director candidates recommended for election to the Board by stockholders in the same manner and using the same criteria as that used for any other director candidate. The Nominating and Corporate Governance Committee has not established any specific minimum qualifications that must be met by a director candidate. In evaluating a director candidate, the Nominating and Corporate Governance Committee will consider whether the composition of the Board reflects the appropriate balance of educational background, diversity of professional experience,


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knowledge of the Company’s business, integrity, professional reputation, independence, wisdom and ability to represent the best interests of the Company’s stockholders as determined by the Nominating and Corporate Governance Committee. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee and the Board should submit their recommendation in writing to the chairperson of the Nominating and Corporate Governance Committee, care of the Corporate Secretary of the Company, no later than April 25, 2027. Such recommendation must include all information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to our Bylaws. The Nominating and Corporate Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of the Board.

Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Corporate Secretary in the manner described in our Bylaws, and as described further under “Proposals of Stockholders and Director Nominations for 2027 Annual Meeting” below.

While our Board has no formal policy for the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee seeks to have a board of directors that will reflect a diversity of experience, qualifications, attributes and skills desirable for the Board as a whole and assesses its effectiveness in this regard as part of its annual evaluation process.

*	Excludes Mr. Albert and includes time served on the board of directors of Surf Air Global Limited (“SAGL”), a predecessor to and now subsidiary of the Company.

Communications with the Board

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may communicate directly with members of the Board, the independent directors, or the Chairman of the Board by submitting a communication in an envelope marked “Confidential” addressed to the “Board of Directors,” “Independent Members of the Board of Directors,” or “Chairman,” as applicable, at: 12111 Crenshaw Boulevard, Hawthorne, California 90250.

Policy on Pledging and Hedging of Company Shares

As part of our Insider Trading Policy adopted by our Board and applicable to our directors, officers and employees, certain contractors, consultants or other persons designated as insiders, their immediate family members and other persons sharing the same household, any corporations, partnership or other entities that such person controls or manages and any trust for which such person is the trustee or has a beneficial pecuniary interest (collectively, “Insiders”), Insiders are not permitted to trade in Company securities while in possession of material nonpublic information about the Company, engage in short sales of Company securities, engage in transactions in put options, call options or other derivative securities, on an exchange or in any other organized market in connection with Company securities, pledge Company securities as collateral for a loan or margin Company securities in a margin account or purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities.


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Policies and Procedures Governing Insider Trading

Our Insider Trading Policy sets forth policies and procedures governing the purchase, sale, and other transactions in Company securities by directors, officers, and employees. These policies and procedures, as well as procedures that the Company follows, are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards.

Code of Ethics and Code of Business Conduct and Ethics

We have adopted a written code of conduct and ethics that applies to each of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted under “Governance” on our website at https://investors.surfair.com/. To the extent required by rules adopted by the SEC and the NYSE, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at https://investors.surfair.com/.


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Director Compensation

Non-Employee Director Compensation

We maintain a policy for compensating our independent non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of our Amended & Restated 2023 Equity Incentive Plan (the “2023 Plan”). For 2025, Sudhin Shahani did not participate and David Anderman did not participate in the equity compensation portion of such program, and instead each received indirect compensation pursuant to advisory services agreements with the Company as described in more detail below. Mr. Anderman also received an annual cash retainer as described below.

Annual Cash Retainers

At the time of our direct listing in July 2023, all non-employee directors were entitled to receive a $50,000 ($60,000 for our Lead Independent Director) annual cash retainer for serving as a member of the Board. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the annual cash retainer for serving as a member of the Board by 30%, to $35,000 for non-employee directors and $42,000 for our Lead Independent Director, which amounts were effective through December 31, 2025. In March 2026, the Board approved returning to the prior non-employee director annual cash retainer amount of $50,000 ($60,000 for our Lead Independent Director), effective January 1, 2026. Non-employee directors are also eligible for the following additional annual cash retainers for their Board committee service:


	Chair	Member
Audit Committee	$25,000	$12,500
Compensation Committee	20,000	10,000
Nominating and Corporate Governance Committee	15,000	7,500

Each annual cash retainer is paid quarterly in arrears after the end of each fiscal quarter. We reimburse all of our non-employee directors for their reasonable out-of-pocket expenses, including travel, food, and lodging, incurred in attending meetings of our Board and/or its committees.

Equity Compensation

Initial Equity Grants. At the time of our direct listing in July 2023, new non-employee directors were entitled to receive an initial equity grant with a target grant date fair value of $330,000 awarded in the form of restricted stock units. On December 3, 2024, the Nominating and Governance Committee of the Board approved a reduction of the target grant date fair value of the initial equity grant by 30%, to $231,000, which was effective through December 31, 2025. In March 2026, the Board approved returning to the prior initial equity grant target date fair value of $330,000, effective January 1, 2026. Initial equity awards vest on the one-year anniversary of the date of grant subject to the non-employee director’s continued service through such date. In connection with his appointment in October 2025, Mr. Pelsinger received an initial equity grant with a target grant date value of $231,000 and, in May 2026, in order to bring the total target value of his initial equity award to $330,000 (with the number of shares determined based on the Company’s stock price at the time of his appointment in October 2025), Mr. Pelsinger received an additional equity grant with a target value of $99,000 (collectively, the “Pelsinger Initial Equity Award”). The entire Pelsinger Initial Equity Award will vest on October 8, 2026, subject to his continued service through such


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date. Only the portion of the Pelsinger Initial Equity Award granted in 2025 appears as compensation in the Fiscal Year 2025 Director Compensation Table below, and the portion granted in May of 2026 will appear as compensation in the Fiscal Year 2026 Director Compensation Table in next year’s proxy statement, in each case in accordance with SEC rules.

Annual Equity Grants. On the date of the 2025 Annual Meeting, each non-employee director serving in 2024 received an annual equity grant for service from the 2024 Annual Meeting to the 2025 Annual Meeting with a target grant date fair value of $165,000 awarded in the form of RSUs, which was granted and became vested on the date of grant. Although such grants were intended as compensation for service beginning in 2024, in accordance with SEC rules, such awards appear as compensation in this year’s Director Compensation Table. Also on the date of the 2025 Annual Meeting, each non-employee director then serving received an annual grant of restricted stock units with a target grant date fair value of $115,500 intended as compensation for service from the date of the 2025 Annual Meeting until the date of the 2026 Annual Meeting, which will vest in full on the earlier of the one-year anniversary of the date of grant or the day before the next annual meeting, subject to the non-employee director’s continued service through such date. In addition to an initial equity award, Mr. Pelsinger received a pro-rated annual grant for 2025 in connection with his appointment. Beginning in 2026 and in subsequent years, on or around the date of the annual meeting of stockholders, each non-employee director then serving will receive an annual grant of restricted stock units with a target grant date fair value of $265,0000. The annual equity awards vest in full on the earlier of the one-year anniversary of the date of grant or the day before the next annual meeting, subject to the non-employee director’s continued service through such date.

Director Stock Ownership Guidelines

The Compensation Committee and our Board of Directors adopted the following stock ownership guidelines for our non-employee directors to better align the interests of our non-employee directors with those of our stockholders:

•	Directors must maintain a minimum holding of company stock with a fair market value equal to five times (5x) such director’s annual cash retainer (excluding annual retainers for service on committees of the Board); and

•	Directors will have five years to reach the minimum holding level.

As of May 26, 2026, all of our non-employee directors had either met their stock ownership requirement or had remaining time to do so.


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Director Compensation Table - Fiscal 2025

The following table sets forth information regarding the compensation received by each of our non-employee directors serving during the year ended December 31, 2025. Sudhin Shahani and David Anderman each received indirect compensation pursuant to advisory services agreements with the Company and in accordance with SEC rules, each of their indirect compensation for the year is included in the table below and the terms of their advisory services agreements are described further below in “Transactions with Related Persons”:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)	All Other Compensation ($)	Total ($)
Carl Albert	117,000	329,341	—	—	446,341
David Anderman	35,000	—	—	247,942⁽²⁾	282,942
Tyrone Bland⁽³⁾	23,333	329,341	—	—	352,675
John D’Agostino	67,500	329,341	—	—	396,841
Bruce Hack	57,500	329,341	—	—	386,841
Ed Mady	45,000	329,341	—	—	374,341
Tyler Painter	35,000	329,341	—	—	364,341
Shawn Pelsinger⁽⁴⁾	8,750	313,592			322,342
Sudhin Shahani	—	—	—	593,752⁽⁵⁾	593,752

(1)

Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 “Compensation – Stock Compensation”) of stock awards and stock options and warrants granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 15 to our consolidated financial statements. These amounts may not correspond to the actual value eventually realized by each director because the value depends on the market value of our common stock at the time the award vests or is exercised. On June 26, 2025, Messrs. Albert, Bland, D’Agostino, Hack, Mady and Painter received (a) 62,857 restricted stock units (“RSUs”) for service in 2024, which vested immediately, and (b) 33,724 RSUs as annual equity grants, which vest in full on earlier to occur of (i) June 26, 2026, and (ii) the day immediately preceding the Annual Meeting. On October 8, 2025, Mr. Pelsinger received (x) 46,667 RSUs as an initial equity grant, which vest on October 8, 2026, and (y) 16,685 RSUs as a pro rata portion of his annual equity grants, which vest on the earlier to occur of (i) June 26, 2026, and (ii) the day immediately preceding the Annual Meeting. As of December 31, 2025, Mr. Albert held 96,581 outstanding restricted stock units and 172,340 outstanding options, Mr. Anderman held 142,857 outstanding warrants (held by his company Proxima Centauri LLC, which is affiliated with Mr. Anderman), and 1,594 outstanding options, Mr. D’Agostino held 95,581 outstanding restricted stock units, Mr. Hack held 95,581 outstanding restricted stock units and 14,286 outstanding options, Mr. Mady held 96,581 outstanding restricted stock units, Mr. Painter held 96,581 outstanding restricted stock units, Mr. Pelsinger held 63,352 outstanding restricted stock units, and Mr. Shahani held 180,000 outstanding performance-based restricted stock units, and 911,544 outstanding options.

(2)	The amount reported in the “All Other Compensation” column for Mr. Anderman includes $240,000 paid as part of a separate advisory services agreement with Proxima Centauri LLC, which is affiliated with Mr. Anderman.

(3)	Mr. Bland resigned as a director effective August 27, 2025.

(4)	Mr. Pelsinger was appointed as a director in October 2025.

(5)

Of the amount reported in the “All Other Compensation” column, $450,000 represents amounts paid to SRS Ventures LLC as part of a separate advisory services agreement with SRS Ventures LLC, which is affiliated with Mr. Shahani, $118,752 for personal travel financed by the Company, and $25,000 for personal professional services provided or paid for by the Company.


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Indemnification Agreements

We have entered into indemnification agreements with our officers and directors. These agreements, among other things, require the Company to indemnify its officers and directors for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by an officer or director in any action or proceeding arising out of their services as one of the Company’s officers or directors or any other company or enterprise to which the person provides services at the Company’s request.


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Executive Officers of the Company

The table below sets forth certain information regarding our executive officers as of May 26, 2026, each of which holds office until such officer’s successor has been appointed by the Board, or until such officer’s earlier death, resignation or removal:


Name	Age	Position
Deanna White	60	Chief Executive Officer
Oliver Reeves	47	Chief Financial Officer

Information concerning the business experience of our executive officers is set forth below.


	Deanna White			Ms. White has served as the Company’s Chief Executive Officer since December 2024, after having served as Interim Chief Executive Officer and Chief Operating Officer from May 2024 to December 2024, and after previously serving as Chief Financial Officer of the Company from July 2023 to December 2023. Ms. White served as the Chief Financial Officer of Surf Air Global Limited, a subsidiary of the Company, from May 2022 to July 2023, and prior to that, she served as Chief Administrative Officer of Surf Air Global Limited from January 2021 to May 2022. Ms. White served as COO at Kitty Hawk/Cora, an aerospace company, from December 2017 to October 2019, where she led the business operations and commercialization of an R&D eVTOL aircraft program. Ms. White also served as CFO and CEO of Bombardier Flexjet from October 2005 to March 2015. Ms. White holds a BS in accounting from the University of Tampa, and an MBA and MA in Cybersecurity from the University of Dallas.
	Oliver Reeves			Mr. Reeves has served as Chief Financial Officer of the Company since January 2024. Mr. Reeves brings with him his deep experience with capital markets strategy. Mr. Reeves most recently served as Chief Strategy Officer of Xinuos, Inc., the developer and licensor of the UnixWare and OpenServer operating systems, from May 2019 to December 2023. Earlier in his career, Mr. Reeves gained investment experience by holding several asset management positions: first as an Investment Analyst at Coliseum Capital Management, then as a Vice President at Gerson Global Advisors, and finally as a Senior Vice President at Phoenix Star Capital. Mr. Reeves received his MBA from Columbia Business School and graduated Summa Cum Laude from Babson College.

There are no family relationships between or among any of our executive officers or directors.


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Executive Compensation

Our named executive officers, or NEOs, for 2025, are:

•	Deanna White, our Chief Executive Officer, or CEO; and

•	Oliver Reeves, our Chief Financial Officer, or CFO.

Summary Compensation Table - Fiscal Years 2025 and 2024

The following table sets forth for each of the NEOs, as applicable: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2025 and 2024; (ii) the aggregate grant date fair value of stock and option awards granted during 2025 and 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718; (iii) all other compensation for 2025 and 2024; and, finally, (iv) the dollar value of total compensation for 2025 and 2024.


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Option Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Deanna White Chief Executive Officer	2025	550,000	457,008	1,909,000⁽³⁾	—	17,200⁽⁴⁾	2,933,208
	2024	650,000	—	—	324,084⁽⁵⁾	10,562	984,646
Oliver Reeves Chief Financial Officer (started 1/1/2024)	2025	500,000	430,463	708,000⁽⁶⁾	—	—	1,638,463
	2024	650,000	—	66,001⁽⁷⁾	1,254,000⁽⁸⁾	27,015	1,997,016

(1)

Represents bonuses payable pursuant to the terms of each NEO’s employment agreement as well as annual bonuses earned with respect to 2025 under the Company’s Executive Bonus Program. The Compensation Committee decided to award such bonuses in the form of fully vested shares of our common stock in lieu of cash. Such shares were granted in May 2026, with the number of shares calculated based on the 30-day average of our closing prices prior to the issuance date.

(2)

Amounts shown in these columns represent the aggregate grant date fair value (calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718) of stock awards and stock options granted during the year. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 18 to our consolidated financial statements, Stock-Based Compensation. These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award vests or is exercised.

(3)

Ms. White was granted (i) 200,000 RSUs and 200,000 performance-based RSUs (“PSUs”) on April 10, 2025 that each vest in four equal annual installments beginning on April 10, 2026, provided, however, that vesting of the PSUs was contingent on the achievement of certain EBITDA goals with respect to fiscal year 2025 and (ii) 500,000 RSUs on December 30, 2025 (the “December 2025 RSUs”) which were fully vested as of the date of grant. With regards to the December 2025 RSUs, the Company paid the taxes owed by Ms. White in lieu of conducting a sale to cover, resulting in Ms. White actually receiving a net number of 303,250 RSUs.

(4)	Amount is attributed to a 2024 car allowance for Ms. White paid in 2025.

(5)	Ms. White was granted stock option awards of (i) 157,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024, and (ii) 125,151 shares on June 25, 2024.

(6)	Mr. Reeves was granted 150,000 RSUs and 150,000 PSUs on April 10, 2025 that each vest in four equal annual installments beginning on April 10, 2026, provided, however, that vesting of the PSUs was contingent on the achievement of certain EBITDA goals with respect to fiscal year 2025.

(7)	Mr. Reeves was granted 7,143 fully vested RSUs on January 8, 2024.

(8)	Mr. Reeves was granted stock option awards of 257,143 shares on January 8, 2024 and 107,143 shares on April 3, 2024 that were contingent on stockholder approval of an increase in shares under our equity plan, which was received on June 25, 2024.


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Outstanding Equity Awards as of December 31, 2025

The following table sets forth information on outstanding option and stock awards held by the named executive officers at December 31, 2025, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Deanna White	41,925	—	—	3.68	3/1/2032	—	—	—	—
	41,925	—	—	40.08	11/12/2032	—	—	—	—
	78,572⁽¹⁾	78,571	—	6.17	4/3/2034	—	—	—	—
	41,717⁽²⁾	83,434	—	2.63	6/25/2034	—	—	—	—
	—	—	—	—	—	400,000⁽³⁾	776,000	—	—
	—	—	—	—	—	—	—	—	—
Oliver Reeves	85,714⁽⁴⁾	171,428	—	9.24	1/8/2034	—	—	—	—
Oliver Reeves	53,572⁽¹⁾	53,571	—	6.17	4/3/2034	—	—	—	—
						300,000⁽³⁾	582,000	—	—
						—	—	—	—

(1)	25% of these stock options were vested as of the grant date of April 3, 2024, with the remaining 75% vesting over a three-year period thereafter.

(2)	25% of these stock options were vested as of the grant date of June 25, 2024, with the remaining 75% vesting over a three-year period thereafter.

(3)	These RSUs vest in four equal annual installments on each of April 10, 2026, April 10, 2027, April 10, 2028, and April 10, 2029. Half of the RSUs reported in this column were subject to the achievement of an EBITDA goal with respect to fiscal year 2025.

(4)	These stock options vest in equal installments over a three-year period measured from January 1, 2024.

2024 Equity Awards

Ms. White and Mr. Reeves were granted stock option awards of 157,143 and 107,143 shares, respectively, on April 3, 2024 with an exercise price per share of $6.17 that were contingent on stockholder approval of an increase in shares under the 2023 Equity Incentive Plan, which was received on June 25, 2024, with 25% of the shares of common stock subject to these stock options vesting as of the grant date of April 3, 2024 and the remaining 75% vesting over a three-year period thereafter. Ms. White was also granted a further stock option award grant of 125,151 shares on June 25, 2024 with an exercise price per share of $2.63 vesting in three equal installments on each of May 15, 2025, May 15, 2026, and May 15, 2027. On January 8, 2024, Mr. Reeves was also granted a stock option award of 257,143 shares with an exercise price per share of $9.24, vesting in three equal installments on each of January 1, 2025, 2026 and 2027, and 7,143 fully vested Restricted Stock Units (“RSUs”).


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2025 Equity Awards

On April 10, 2025, Ms. White and Mr. Reeves were granted (i) 200,000 RSUs and 150,000 RSUs, respectively, which vest in four equal annual installments beginning on April 10, 2026 and (ii) 200,000 PSUs and 150,000 PSUs, respectively, that vest based upon achievement of an adjusted EBITDA target with respect to fiscal year 2025, after which they also vest in four equal annual installments beginning on April 10, 2026. With respect to the PSUs, commencement of vesting was conditioned on the Company achieving adjusted EBITDA of at least $36,379 with respect to fiscal year 2025. For purposes of the PSUs, adjusted EBITDA is defined as net income or loss before interest, taxes, depreciation, and amortization, excluding stock-based compensation, changes in fair value of financial instruments, and other non-recurring items. The Compensation Committee concluded that the adjusted EBITDA target was met for 2025.

In addition, on December 30, 2025, Ms. White was granted, in recognition of Ms. White’s and the Company’s performance in 2025, 500,000 fully-vested RSUs, for which the Company paid the taxes owed by Ms. White in lieu of conducting a sale to cover, resulting in Ms. White actually being granted a net number of 303,250 RSUs.

Bonuses

Ms. White and Mr. Reeves were each entitled to a $150,000 bonus for 2025 pursuant to the terms of their respective employment agreements. In addition, Ms. White and Mr. Reeves are participants in the 2025 Surf Air Mobility Executive Bonus Program (the “Executive Bonus Plan”) adopted by the Compensation Committee in April 2025. For 2025, the Executive Bonus Plan period was from January 1, 2025 through December 31, 2025. The Executive Bonus Plan is comprised of three components, weighted in the following percentages: (1) 25% based on strategic targets related to software and electrification initiatives, in each case as determined by the Board; (2) 50% based on financial targets related to revenue, consolidated adjusted EBITDA (using the same definition as applied to the 2025 PSUs), and adjusted EBITDA of airline operations; and (3) 25% based on the executive’s individual contribution. Pursuant to the terms of the Executive Bonus Plan and its assessment of the Company’s performance and individual performance, the Compensation Committee determined that, with respect to 2025, Ms. White and Mr. Reeves earned bonuses of $307,008 and $280,463, respectively. The Compensation Committee decided to award such bonuses in the form of fully vested shares of our common stock in lieu of cash. Such shares were granted in May 2026, with the number of shares calculated based on the 30-day average of our closing prices prior to the issuance date.

Executive Employment and Severance Agreements

On May 17, 2024, we entered into an employment agreement with Ms. White to serve as our Interim Chief Executive Officer and on February 4, 2025, we entered into an amendment to such agreement effective January 1, 2025 in connection with her service as Chief Executive Officer. The agreement became effective on May 15, 2024 and has an initial three-year term that will automatically extend for additional one-year periods unless either party gives notice at least 60 days prior to the scheduled expiration date of a desire not to renew the agreement. The agreement, prior to its amendment, provided that Ms. White would receive an initial annual base salary of $650,000 and was eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of her base salary). As amended, Ms. White’s annual base salary was reduced to $550,000 and she remains eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target bonus opportunity equal to two times the sum of Ms. White’s salary for such year), and a guaranteed bonus of $150,000 per year. Pursuant to the agreement, as amended, she is also eligible to participate in the Company’s benefit plans made available to employees generally. The agreement also provided for her to receive an option grant for the purchase of up to 157,143 shares of common stock of the Company. She is also eligible to participate in the Company’s benefit plans made available to employees generally. Pursuant to the agreement, as amended, if Ms. White’s employment with the Company is terminated by the Company without “cause” or by her for “good reason” (as defined in the agreement), in addition to any accrued obligations (which includes any unpaid portion of the guaranteed bonus for the year of termination, up to $75,000) she will receive severance in an amount equal to the sum of (x) 100% of her base salary plus (y) $150,000 (payable in installments over such period, unless such termination is on or within two years following a change in control of the Company, in which case such payments will be made in a lump sum), payment of her COBRA premiums for up to 18 months, payment of any annual bonus earned for the fiscal year prior to termination to the extent


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not yet paid, a pro-rated target bonus, and accelerated vesting of any time-based vesting component of her then-outstanding and unvested equity awards granted by the Company. Ms. White’s right to receive these severance payments and benefits is subject to her executing a general release of claims in favor of the Company and her continued compliance with her confidentiality, non-solicitation (which shall continue for 12 months following termination), and other covenants in favor of the Company. If her employment with the Company terminates due to her death or disability, the Company will pay her (or her estate), in addition to any accrued obligations (which includes any unpaid portion of the guaranteed bonus for the year of termination, up to $75,000), any annual bonus earned for the fiscal year prior to termination to the extent not yet paid and a pro-rated target bonus for the year in which such termination occurs. If any payments under Ms. White’s employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments will be reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction results in her retaining a greater amount of the payments on an after-tax basis than if such reduction were not made.

On December 31, 2023, we entered into an employment agreement with Mr. Reeves to serve as our Chief Financial Officer, which was amended on May 20, 2024 and again on January 1, 2025. The agreement became effective on January 1, 2024 and has an initial three-year term that will automatically extend for additional one-year periods unless either party gives notice at least 60 days prior to the scheduled expiration date of a desire not to renew the agreement. The agreement originally provided that Mr. Reeves would receive an initial annual base salary of $650,000 and was eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target incentive equal to 200% of his base salary). The agreement also provided for him to receive an option grant for the purchase of up to 257,143 shares of common stock of the Company. He is also eligible to participate in the Company’s benefit plans made available to employees generally. Pursuant to the January 1, 2025 amendment, Mr. Reeves’s annual base salary was reduced to $500,000 and he remains eligible for an annual discretionary bonus as determined by the Compensation Committee (with a target bonus opportunity equal to two times the sum of Mr. Reeves’s salary for such year plus $150,000), and a guaranteed bonus of $150,000 per year. Pursuant to the agreement, as amended, if Mr. Reeves’ employment with the Company is terminated by the Company without “cause” or by him for “good reason” (as defined in the agreement), in addition to any accrued obligations (which includes any unpaid portion of the guaranteed bonus for the year of termination, up to $75,000), he will receive severance in an amount equal to the sum of (x) 100% of his base salary plus (y) $150,000 (payable in installments over such period unless such termination is on or within two years following a change in control of the Company, in which case such payments will be made in a lump sum), payment of any annual bonus earned for the fiscal year prior to termination to the extent not yet paid, a pro-rated target bonus, payment of his COBRA premiums for up to 18 months, and accelerated vesting of any time-based vesting component of his then-outstanding and unvested equity awards granted by the Company. Mr. Reeves’ right to receive these severance payments and benefits is subject to his executing a general release of claims in favor of the Company and his continued compliance with his confidentiality, non-solicitation (which shall continue for 12 months following termination), and other covenants in favor of the Company. If his employment with the Company terminates due to his death or disability, the Company will pay him (or his estate) in addition to any accrued obligations (which includes any unpaid portion of the guaranteed bonus for the year of termination, up to $75,000), any annual bonus earned for the fiscal year prior to termination to the extent not yet paid and a pro-rated target bonus for the year in which such termination occurs. If any payments under Mr. Reeves’ employment agreement would otherwise trigger the excise tax imposed by Section 4999 of the Internal Revenue Code, the payments will be reduced as provided in the agreement to a level that does not trigger the excise tax if the reduction results in his retaining a greater amount of the payments on an after-tax basis than if such reduction were not made.

Defined Contribution Plan

As part of our overall compensation program, we provide all full-time employees, including each of the NEOs currently employed with us, with the opportunity to participate in a defined contribution Section 401(k) retirement savings plan. The plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to the plan. The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. The Company does not currently make any matching or other contributions to participants’ accounts under the 401(k) plan.


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Other Benefits

We do not sponsor any qualified or non-qualified defined benefit plans nor do we maintain any non-qualified defined contribution or deferred compensation plans.

Our board of directors and stockholders adopted an Employee Stock Purchase Plan (the “ESPP”) to provide an additional means to attract, motivate, retain and reward employees and other eligible persons by allowing them to purchase our shares at a discount with their accumulated payroll deductions. The ESPP became effective immediately upon our direct listing.

Incentive Compensation Clawback Policy

We have adopted a Compensation Recoupment (Clawback) Policy, which is intended to comply with the requirements of Section 303A.14 of the New York Stock Exchange Listed Company Manual implementing Exchange Act Rule 10D-1. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.

Stock Ownership Guidelines

The Compensation Committee and our Board of Directors maintains the following stock ownership guidelines for our executive officers to better align the interests of our executive officers with those of our stockholders:

•	Our chief executive officer must maintain a minimum holding of company stock with a fair market value equal to five times (5x) their annual base salary;

•	Our chief financial officer must maintain a minimum holding of company stock with a fair market value equal to three times (3x) their annual base salary;

•	Our other Section 16 officers must maintain a minimum holding of company stock with a fair market value equal to two times (2x) their annual base salary; and

•	Our executive officers will have five years to reach the minimum holding level.

As of May 26, 2026, all of our executive officers had either met their stock ownership requirement or had remaining time to do so.

Equity Award Grant Practices

The Compensation Committee approves all equity award grants, including to our NEOs, on or before the grant date, except to the extent the Compensation Committee or the Board has delegated to management the authority to grant such awards to certain employees. Annual equity awards are typically determined, reviewed and approved at the first Compensation Committee meeting of the fiscal year. On occasion, the Compensation Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. In 2025, the Compensation Committee did not take into account material non-public information when determining the timing or terms of equity awards, nor did we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2025, the Company did not grant stock option awards to NEOs during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K).


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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 26, 2026 by:

•	each person known by us to be a beneficial owner of more than 5.0% of our outstanding common stock;

•	each of our directors;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.

We have based our calculation of the percentage of beneficial ownership on 100,411,448 shares of our common stock outstanding as of May 26, 2026. In accordance with SEC rules, we have deemed shares of our common stock subject to stock options or warrants that are currently exercisable or exercisable within sixty (60) days of May 26, 2026, and shares of our common stock underlying RSUs that are currently releasable or releasable within sixty (60) days of May 26, 2026, to be outstanding and to be beneficially owned by the person holding the common stock, options, warrants or RSUs for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.


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Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Surf Air Mobility Inc., 12111 Crenshaw Boulevard, Hawthorne, California 90250. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.


NAME	Number of Shares of Common Stock	Percent of Outstanding Common Stock
5% Stockholders
Liam Fayed⁽¹⁾	10,280,746	9.99%
Citadel Advisors LLC⁽²⁾	6,902,504	6.87%
Hudson Bay Capital Management LP⁽³⁾	11,144,435	9.99%
Park Lane Investments, LLC⁽⁴⁾	6,723,311	6.60%
Directors and Executive Officers
Deanna White⁽⁵⁾	894,703	*
Oliver Reeves⁽⁶⁾	497,603	*
Carl Albert⁽⁷⁾	1,169,345	1.16%
David Anderman⁽⁸⁾	53,390	*
John D’Agostino	129,929	*
Bruce Hack	140,644	*
Edward Mady	123,314	*
Tyler Painter	111,729	*
Shawn Pelsinger	16,685	*
Sudhin Shahani⁽⁹⁾	1,165,841	1.15%
All directors and executive officers as a group (10 persons)	4,303,183	4.19%

*	Represents beneficial ownership of less than 1%.

(1)

Based on information provided in a Schedule 13G/A filed with the SEC on February 25, 2026, as of December 31, 2025, the number of shares consists of (i) 306,083 shares of Common Stock beneficially owned by Liam Fayed and (ii) 6,357,837 shares of Common Stock held by Mr. Fayed and LamVen LLC (“LamVen”), which is an entity affiliated with Mr. Fayed, over which Mr. Fayed and LamVen have shared voting and shared investment power as of November 12, 2025. As part of financing transactions that closed on November 12, 2025, LamVen acquired 1,506,024 shares of Common Stock and was issued a warrant (the “LamVen Warrant”) to purchase an aggregate of 1,506,024 shares of Common Stock. The LamVen Warrant provides that LamVen is prohibited from exercising the warrant for such number of shares of Common Stock as would result in beneficial ownership of Common Stock by LamVen (together with any other persons whose beneficial ownership could be aggregated with LamVen’s for the purposes of Section 13(d), which includes Mr. Fayed) exceeding 9.99% of all outstanding Common Stock, subject to certain exceptions. The number of shares of Common Stock is reported above with reference to the number of shares of outstanding Common Stock as of May 26, 2026. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by Mr. Fayed would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by Mr. Fayed would decrease. Mr. Fayed’s address is 53 Greenwich Avenue, Second Floor, Greenwich, CT 06830.

(2)

Based on a Schedule 13G, jointly filed with the SEC on April 28, 2026 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Persons”) with respect to the shares of Common Stock owned by Citadel Multi-Asset Master Fund Ltd., a Cayman Islands company (“CMAM”), Citadel CEMF Investments Ltd., a Cayman Islands limited company (“CCIL”), and Citadel Securities. . Based on the Schedule 13G, Citadel Advisors, CAH, and CGP each have shared voting power over 6,902,504 shares and shared investment power over 6,902,504 shares; and Kenneth Griffin has shared voting power over 6,909,862 shares and shared investment power over 6,909,862 shares. Such reported shares may include other instruments exercisable for or convertible into shares of Common Stock. Citadel Advisors is the portfolio manager for CMAM and CCIL. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The address of each of the Citadel Persons is 830 Brickell Plaza, Miami, Florida 33131.

(3)

Based on a Schedule 13G, filed with the SEC on February 10, 2026, reporting ownership as of December 31, 2025,by Hudson Bay Capital Management LP (“Hudson Bay”). Assumes the exercise of certain warrants and/or conversion of convertible notes held by HT Investments MA LLC and HTSS (collectively, the “HT Parties”) up to the Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the warrants and convertible notes held by the HT Parties, the HT Parties cannot exercise such warrants or convert such convertible notes if the HT Parties would beneficially own, after such exercise or conversion, more than 9.99% of the outstanding shares of common stock (the “Beneficial Ownership Limitation”). Due to the Beneficial Ownership Limitation, beneficial ownership reported here is capped at 9.99% of our outstanding shares of common stock as of May 26, 2026, and determined as if such outstanding securities were exercised or converted, as applicable, in full (subject to the Beneficial Ownership Limitation). The address for the HT Parties is 290 Harbor Dr., Stamford, CT 06902.


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(4)

Based on information provided in a Schedule 13G filed with the SEC on November 20, 2025, as of November 12, 2025, Park Lane Investments, LLC (“Park Lane Investments”) beneficially held 6,368,044 shares of Common Stock. As part of financing transactions that closed on November 12, 2025, Park Lane Investments acquired 3,531,024 shares of Common Stock and was issued a warrant (the “Park Lane Warrant”) to purchase an aggregate of 1,506,024 shares of Common Stock. The Park Lane Warrant provides that Park Lane Investments is prohibited from exercising the Park Lane Warrant for such number of shares of Common Stock as would result in beneficial ownership by Park Lane Investments of Common Stock exceeding 9.99% of all outstanding Common Stock, subject to certain exceptions. The number of shares of Common Stock is reported in this statement with reference to the number of shares of outstanding Common Stock as of May 26, 2026. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by Park Lane Investments would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by Park Lane Investments would decrease. Park Lane Investments’ address is 53 Greenwich Ave, 2^nd Floor, Greenwich, CT 08630.

(5)	Consists of (i) 599,130 shares held by Ms. White, and (ii) 295,573 shares issuable pursuant to outstanding stock options, held by Ms. White, which are exercisable currently or within 60 days of May 26, 2025.

(6)	Consists of (i) 232,092 shares held by Mr. Reeves, (ii) 13,724 shares held in a joint account by Mr. Reeves and his spouse, and (iii) 251,787 shares issuable pursuant to outstanding stock options, held by Mr. Reeves, which are exercisable currently or within 60 days of May 26, 2026.

(7)

Consists of (i) 111,547 shares held by Carl Albert, (2) 135,458 shares held by The Carl Albert Trust dated June 7, 1991 (“The Carl Albert Trust”), of which Carl Albert is Trustee, (iii) 172,340 shares issuable pursuant to outstanding stock options, held by Mr. Albert, which are exercisable currently or within 60 days of May 26, 2026, and (iv) 750,000 shares issuable within 60 days of May 26, 2026 pursuant to the terms of an advisory services agreement, as further described in “Transactions with Related Persons”. Mr. Albert may be deemed to have voting or dispositive power over the shares held by The Carl Albert Trust.

(8)

Consists of (i) 23,225 shares held by Mr. Anderman (ii) 1,594 shares issuable pursuant to outstanding stock options, held by Mr. Anderman, which are exercisable currently or within 60 days of May 26, 2026, and (iii) 28,571 shares issuable pursuant to outstanding warrants, held by Proxima Centauri LLC, which is an entity affiliated with Mr. Anderman, which are exercisable currently or within 60 days of May 26, 2026. Mr. Anderman may be deemed to have voting or dispositive power over the shares held by Proxima Centauri LLC.

(9)	Consists of (i) 482,183 shares held by Mr. Shahani and (ii) 683,658 shares issuable pursuant to outstanding stock options, held by Mr. Shahani, which are exercisable currently or within 60 days of May 26, 2026.


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Equity Incentive Plan Information

Our executive officers, directors, and all of our employees are allowed to participate in our equity incentive plans. We believe that providing them with the ability to participate in such plans provides them with a further incentive towards ensuring our success and accomplishing our corporate goals.

The following table provides information regarding the securities authorized for issuance under our equity compensation plans as of December 31, 2025:


Plan category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)⁽¹⁾	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)⁽²⁾
Equity compensation plans approved by stockholders	4,593,106	$8.07	—
Equity compensation plans not approved by stockholders	—	—	—

(1)	The weighted average exercise price excludes restricted stock units and performance stock units, which have no exercise price.

(2)

Excludes 3,654,101 shares and 114,285 shares that were added to our 2023 Plan and our ESPP, respectively, on January 1, 2026 pursuant to the evergreen provisions thereunder that provide for automatic annual increases on January 1 of each year for the terms of the plans equal to 5% and 1%, respectively, of our outstanding shares as of the preceding December 31 (or, in the case of the ESPP, 114,285 shares, if less, or, in the case of either plan, such lesser amounts as approved by the Board).


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Report of Audit Committee

The Audit Committee assists the Board in its oversight of the Company’s financial statements and reporting process, audit process and internal controls. The Audit Committee operates under a written charter adopted by the Board, which describes this and the other responsibilities of the Audit Committee. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon.

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for fiscal 2025, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP ’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s 2025 Annual Report on Form 10-K for filing with the SEC. The Audit Committee also appointed PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and is seeking ratification of such selection by the Company’s stockholders at the Annual Meeting.


				AUDIT COMMITTEE Carl Albert John D’Agostino (Chair) Bruce Hack

The foregoing report of the Audit Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934 (the “Exchange Act”), except to the extent the Company specifically incorporates such report by reference therein.


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Proposal 2 — Ratification of Independent Registered Public Accounting Firm

The Audit Committee of our Board has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We are not required to submit the appointment of PricewaterhouseCoopers LLP for stockholder approval, but as a matter of good corporate governance, our Board has elected to seek ratification of the appointment of our independent registered public accounting firm. If our stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider its appointment of PricewaterhouseCoopers LLP and will either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our best interests and the best interests of our stockholders.

We expect one or more representatives of PricewaterhouseCoopers LLP to participate in the Annual Meeting and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The aggregate fees billed to us for the fiscal year ended December 31, 2025 and 2024 by our independent registered public accounting firm, PricewaterhouseCoopers LLP, are as follows (in thousands):


	2025	2024
Audit Fees¹	$2,145	$2,525
Audit-Related Fees	—	—
Tax Fees	—	—
All Other Fees²	$2	$5
Total Fees	$2,147	$2,530

1	Audit fees consist of fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and other professional services provided in connection with regulatory filings or engagements.

2	All other Fees consist of subscription fees for use of the PricewaterhouseCoopers LLP research tool.

VOTE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.


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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence. The Audit Committee at least annually reviews and provides general pre-approval for the services that may be provided by the independent registered public accounting firm.

All services performed and related fees billed by PricewaterhouseCoopers LLP during fiscal 2025 and fiscal 2024 were pre-approved by the Audit Committee pursuant to the foregoing pre-approval policy of the Audit Committee.


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Proposal 3 — Approval of a Reverse Stock Split

Overview

On May 27, 2026, the Board declared advisable and unanimously approved a proposed amendment to our amended and restated certificate of incorporation (“Certificate of Incorporation”) to effect a reverse stock split of the issued shares of common stock by reclassifying and combining issued shares of common stock into a lesser number of issued shares of common stock at a ratio of whole numbers ranging from 2 shares-for-1 share up to a ratio of 6 shares-for-1 share (the “Ratio Range”), which ratio will be selected at the sole discretion of the Board and set forth in a public announcement, with no change to the number of shares of common stock authorized under our Certificate of Incorporation (the “Reverse Stock Split”). The foregoing description of the proposed amendment is a summary and is subject to the full text of the proposed amendment, which is attached to this proxy statement as Appendix A (the “Certificate of Amendment”).

If stockholders approve this Proposal 3, the Board, in its sole discretion, will have the authority to decide, at any time within 12 months of stockholder approval, whether to implement the Reverse Stock Split. If the Board determines that the Reverse Stock Split would be in the best interests of the Company and its stockholders, the Board will cause the Certificate of Amendment to be filed with the Delaware Secretary of State and effect the Reverse Stock Split. The Reverse Stock Split could become effective as soon as the business day immediately following the Annual Meeting. The Board, in its sole discretion, may also elect not to implement the Reverse Stock Split.

As described in more detail in the subsection titled “—Reasons for the Reverse Stock Split” below, the Board considers the time-limited authority to effect the Reverse Stock Split as an important risk mitigation tool to maintain the Company’s NYSE listing as well as a means by which to facilitate strategic initiatives the Board may consider in its efforts to build stockholder value. Following approval of this Proposal 3 at the Annual Meeting, no further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.

The Board’s purpose in proposing the Reverse Stock Split at the Annual Meeting following the 7:1 reverse stock split that was effected in August 2024 is to mitigate risk and maintain operational flexibility in light of the current stock price of the Company’s common stock and the current market volatility and its impact on companies with similar market capitalizations. Importantly, even if this Proposal 3 is approved by stockholders, the Board will continue to monitor circumstances and developments potentially impacting the Company’s stock price throughout the remainder of 2026 and 2027, and in its sole discretion the Board may determine that implementing the Reverse Stock Split is unnecessary.

The Reverse Stock Split, if effected, will reclassify and combine any whole number of issued shares, between and including 2 and 6 shares as determined by our Board in the manner described herein, into one share of common stock. As of May 26, 2026, 100,411,448 shares of our common stock were outstanding, and 0 shares of our common stock were held in treasury. Based on such number of shares of our common stock outstanding and held in treasury immediately following the effectiveness of the Reverse Stock Split (and without giving any effect to the payment of cash in lieu of fractional shares), we will have, depending on the Reverse Stock Split ratio selected by our Board, outstanding and treasury shares of common stock as illustrated in the table under the caption “—Effects of the Reverse Stock Split.”


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All holders of common stock will be affected in the same manner by the Reverse Stock Split. No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, any stockholder who would have been entitled to receive a fractional share as a result of the Reverse Stock Split will be entitled to receive a cash payment in lieu of such fractional share. Each stockholder will hold the same percentage of the outstanding common stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in stockholders receiving cash in lieu of fractional shares. The par value of our common stock will continue to be $0.0001 per share (see “—Accounting Consequences”).

Reasons for the Reverse Stock Split

To maintain our listing on the NYSE. One purpose of the Reverse Stock Split is to raise the per share trading price of the Company’s common stock in order to maintain its listing on the NYSE. The continued listing requirements for the NYSE include a requirement that shares trade above $1.00. If an issuer’s shares have an average closing price of less than $1.00 over a consecutive 30 trading-day period or more, the issuer may be subject to delisting. Given the current market volatility, in particular for companies of a similar market capitalization, the Board, despite the Company currently being in compliance with listing rules, is proposing a Reverse Stock Split as a risk mitigation tool to address the possibility that the Company could fall out of compliance with the average closing price requirement.

Delisting from the NYSE may adversely affect the Company’s ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade in the Company’s securities and may negatively affect the value and liquidity of our common stock. Delisting may also have other negative impacts, including potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities.

Effecting the Reverse Stock Split to reduce the number of issued shares of our common stock should, absent other factors, result in an increase in the per share market price of our common stock, although we cannot provide any assurance that our minimum bid price would, following the Reverse Stock Split, continue to trade over the applicable minimum average closing price requirements for the NYSE.

We believe that obtaining approval for the Reverse Stock Split is an important measure to help maintain compliance with such continued listing requirements. In addition, obtaining approval of the Reverse Stock Split at the Annual Meeting allows us to seek stockholder approval of this Proposal 3 in a more efficient and cost-effective manner than calling a Special Meeting of Stockholders at a later date for the sole purpose of seeking stockholder approval of a reverse stock split.

To potentially improve the marketability and liquidity of our common stock. The Board believes that an increased stock price may also improve the marketability and liquidity of our common stock. For example, many brokerages, institutional investors and funds have internal policies that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers by restricting or limiting the ability to purchase such stocks on margin. Additionally, investors may be dissuaded from purchasing stocks below certain prices because brokers’ commissions, as a percentage of the total transaction value, can be higher for low-priced stocks.

To decrease the risk of market manipulation of our common stock. The Board believes that the potential increase in stock price may reduce the risk of market manipulation of our common stock, which we believe is enhanced when our stock trades below $1.00 per share. By reducing market manipulation risk, we may also thereby potentially decrease the volatility of our stock price.

To provide us with flexibility with respect to our authorized common stock. A Reverse Stock Split is expected to increase the shares of common stock available for issuance. These shares would provide flexibility to the Company for raising capital; repurchasing debt; providing equity incentives to employees, officers, directors, consultants and advisors (including pursuant to our equity compensation plans); expanding our business through the acquisition of other businesses and for other purposes. However, at present, we do not have any specific plans, arrangements, understandings or commitments for the additional shares that would become available.


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Accordingly, for these and other reasons, the Board believes that a Reverse Stock Split is in the best interests of the Company and our stockholders.

Criteria to be Used for Determining Whether to Implement a Reverse Stock Split

Proposal 3 gives the Board the sole discretion to select a Reverse Stock Split ratio from within a range of whole numbers between and including 2:1 and 6:1, based on the Board’s then-current assessment of the factors below and the best interests of the Company and its stockholders. In determining whether to implement the Reverse Stock Split and, if so implemented, which Reverse Stock Split ratio to select within the Ratio Range, the Board may consider, among other factors:

•	the historical trading price and trading volume of our common stock;

•	the then-prevailing trading price and trading volume of our common stock and the expected impact of the Reverse Stock Split on the trading market in the short- and long-term;

•	the continued listing requirements for our common stock on the NYSE and other rules and guidance from the NYSE;

•	actual or forecasted results of operations;

•	the Company’s additional funding requirements;

•	the number of shares of common stock outstanding and the amount of the Company’s authorized but unissued common stock;

•	which Reverse Stock Split ratio would result in the least administrative cost to us; and

•	prevailing industry, market and economic conditions.

Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split

We cannot assure stockholders that the proposed Reverse Stock Split, when effectuated, will increase our stock price as expected or allow us to maintain compliance with NYSE listing requirements. The effect of a Reverse Stock Split on our stock price cannot be predicted with any certainty, and the history of reverse stock splits for other companies in our industry is varied, particularly since some investors may view a reverse stock split negatively. It is possible that our stock price after a Reverse Stock Split will not increase in the same proportion as the reduction in the number of shares outstanding, causing a reduction in the Company’s overall market capitalization. Further, even if we implement a Reverse Stock Split, our stock price may decline due to various factors, including our future performance and general industry, market and economic conditions. This percentage decline, as an absolute number and as a percentage of our overall market capitalization, may be greater than would occur in the absence of a Reverse Stock Split.

The proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs. The liquidity of our common stock may be negatively impacted by the reduced number of shares outstanding after the Reverse Stock Split, which would be exacerbated if the stock price does not increase following the split. In addition, a Reverse Stock Split would increase the number of stockholders owning “odd lots” of fewer than 100 shares, trading in which generally results in higher transaction costs. Accordingly, a Reverse Stock Split may not achieve the desired results of increasing marketability and liquidity as described above.

The implementation of a Reverse Stock Split would result in an increase in the shares of common stock available for issuance, which could, under certain circumstances, have anti-takeover implications. The shares of common stock available for issuance could be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or in our management. Although the Reverse Stock Split has been prompted by business and financial considerations, and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that approval of the Reverse Stock Split could facilitate future efforts by us to deter or prevent changes in control, including transactions in which stockholders might otherwise receive a premium for their shares over then-current market prices.


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Stockholders should also keep in mind that the implementation of a Reverse Stock Split does not have an effect on the actual or intrinsic value of our business or a stockholder’s proportional ownership interest (subject to the treatment of fractional shares). However, should the overall value of our common stock decline after a Reverse Stock Split, then the actual or intrinsic value of shares held by stockholders will also proportionately decrease as a result of the overall decline in value.

Our Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.

Effective Time and Ratio Range

The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by the Board, will be the date and time set forth in the Certificate of Amendment that is filed with the Delaware Secretary of State. The Board, in its sole discretion, will have the authority to decide, within 12 months of stockholder approval, whether to implement the Reverse Stock Split. The Effective Time could occur as soon as the business day immediately following the Annual Meeting. The exact timing of the filing of the Certificate of Amendment with the Delaware Secretary of State will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders.

If the Board does not implement the Reverse Stock Split within 12 months of stockholder approval, then the authority granted to the Board via stockholder approval of this Proposal 3 to implement the Reverse Stock Split will automatically terminate. The Board reserves its right, notwithstanding stockholder approval of this Proposal 3 and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to the filing of the Certificate of Amendment with the Delaware Secretary of State, it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and our stockholders.

If this Proposal 3 is approved by the stockholders and the Reverse Stock Split is implemented by the Board, the Reverse Stock Split ratio will be selected in the range of 2-for-1 through 6-for-1, as determined by the Board in its sole discretion. Our purpose for requesting authorization to implement the Reverse Stock Split at a ratio to be determined by the Board, as opposed to a ratio that is fixed in advance, is to give the Board the flexibility to take into account then-current market conditions and changes in the price of our common stock and to respond to any other developments that may be relevant when considering the appropriate ratio. If the stockholders approve the Reverse Stock Split, then the Board will be authorized to proceed with the Reverse Stock Split within 12 months of stockholder approval. In determining whether to proceed with the Reverse Stock Split and setting the Reverse Stock Split ratio, if any, the Board will consider a number of factors, including market conditions, existing and expected trading prices of the Company’s common stock, actual or forecasted results of operations, NYSE listing requirements, the Company’s additional funding requirements and the amount of the Company’s authorized but unissued common stock.

Effects of the Reverse Stock Split

As of the Effective Time:

•

any whole number of issued shares of our common stock, between and including 2 and 6 (depending on the Reverse Stock Split ratio selected by the Board) will be reclassified and combined, automatically and without any action on the part of the Company or its stockholders, into one share of common stock;

•	no fractional shares of common stock will be issued; instead, stockholders who would otherwise be entitled to receive a fractional share will be entitled to receive cash in lieu of the fractional share (as detailed below);

•

proportionate adjustments will be made to the number of shares issuable upon the exercise or vesting of all then-outstanding stock options, warrants and restricted stock units, which will result in a proportional decrease in the number of shares of common stock reserved for issuance upon exercise or vesting of such stock options, warrants and restricted stock units, and, in the case of stock options, a proportional increase in the exercise price of all such stock options;


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•	the number of shares of common stock then reserved for issuance under our equity compensation plans will be reduced proportionately;

•

the number of shares of common stock then reserved for issuance pursuant to the Company’s senior secured convertible promissory notes with LamVen, LLC, Partners for Growth V, L.P., and HT Investments MA LLC (collectively, the “Convertible Notes”) will be reduced proportionately, and the conversion price of our Convertible Notes will be increased proportionately; and

•	the number of authorized shares will not be reduced by a corresponding ratio.

The following table summarizes the anticipated effects of a Reverse Stock Split on our shares available for issuance based on information as of May 26, 2026 (unless otherwise noted below) and without giving effect to the treatment of fractional shares. This chart is for illustrative purposes only.

Status

Number of

Shares of

SEC Form PRE 14A filed by Surf Air Mobility Inc.