FLY 8-K
Firefly Aerospace Inc. (FLY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2026, Firefly Aerospace Inc. (the “Company”) entered into confirmatory employment letters with each of Jason Kim, Darren Ma and Ramon Sanchez (the “Employment Letter Agreements”), which supersede and replace each of the executive’s prior employment letter agreements with the Company. Messrs. Kim’s, Ma’s and Sanchez’s Employment Letter Agreements memorialize each executive’s current annual base salary ($500,000, $420,000 and $425,000 for each of Messrs. Kim, Ma and Sanchez, respectively) and bonus opportunity with targets denominated as a percentage of base salary (100%, 60% and 50% for each of Messrs. Kim, Ma and Sanchez, respectively), eligibility to participate in benefit plans maintained by the Company and reaffirmation of each executive’s commitment to certain restrictive covenants set forth in the Company’s Employee Proprietary Information Agreement.
On April 15, 2026, the Board of Directors of the Company also approved certain clarifying amendments to the Firefly Aerospace Inc. Executive Severance Plan (as amended, the “Severance Plan”). In connection with entering into the new Employment Letter Agreements, each of Messrs. Kim, Ma and Sanchez also entered into participation agreements to commence participation in, and to become eligible to receive the applicable severance benefits under, the Severance Plan.
The foregoing summary of the Employment Letter Agreements and the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the text of each Employment Letter Agreement and the Severance Plan, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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10.1 |
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10.2 |
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10.3 |
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Employment Letter and Participation Agreement (Ramon Sanchez). |
10.4 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIREFLY AEROSPACE INC. |
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Date: April 21, 2026 |
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By: |
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/s/ Darren Ma |
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Darren Ma |
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Chief Financial Officer |
Exhibit 10.1
April 16, 2026
Jason Kim
Dear Jason:
This letter agreement (this “Agreement”) amends and restates the terms and conditions of your continued employment with Firefly Aerospace Inc. (“Firefly” or the “Company”) as our Chief Executive Officer, and supersedes and replaces that certain letter agreement dated as of August 25, 2024 (the “Prior Employment Letter”). This Agreement outlines the core important aspects of your employment with Firefly, an “at-will” employer.
Title and Reporting Structure. In your capacity as our Chief Executive Officer, you will continue to report to the Chief Executive Officer.
Base Salary. Firefly will pay you a salary of $500,000 on an annualized basis, subject to applicable tax withholding (“Base Salary”). Your salary will be payable pursuant to the Company’s regular payroll policy in effect from time to time and is subject to review for increase, but not decrease, no less frequently than annually. This is an exempt position, meaning you will not be eligible for overtime compensation.
Short Term Incentive Compensation. During each fiscal year in which you are an employee of the Company you will also be eligible for an annual incentive bonus (“STI”) with a target amount equal to 100% of your Base Salary and paid upon the achievement of pre established performance metrics and, in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Chief Executive Officer or such other employee to whom you report deems relevant (collectively, such metrics, the “Performance Metrics”). Any STI earned for the preceding fiscal year will be paid on or before the last payday of the month following the finalization of the audit for that fiscal year end, and, except as otherwise set forth below, you must be employed on the payout date to receive payment of such STI.
Severance. Upon your execution of the Participation Agreement attached hereto as Exhibit A, you will become eligible to participate in the Company’s Amended Executive Severance Plan, pursuant to the terms and conditions therein. You hereby agree that any termination payments or benefits to which you may be entitled to under the Amended Executive Severance Plan are in lieu of all prior severance benefit policies, plans, agreements and arrangements, including the Prior Employment Letter, and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
Tax Withholding and Section 409A. All amounts paid under this Agreement shall be paid less all applicable tax withholdings and any other withholdings required by law or authorized by you. The provisions of this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax
Jason Kim
April 16, 2026
Page 2
(including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other individual or entity. To the extent necessary to avoid adverse tax consequences under Section 409A, any payment that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service (to the extent required by Section 409A(a)(2)(B)(i)).
Employee Benefits - Group Plans. As a regular full-time employee, you have the opportunity to participate in the standard benefit plans that Firefly offers to other similarly situated employees, subject to the terms and provisions of such plans including applicable waiting periods. Details about these benefits are available for your review. Firefly offers medical, dental, and vision insurance and 401k. With the exception of the employment at-will policy discussed below, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees.
Employee Proprietary Information Agreement. As an employee of the Company, you have become knowledgeable about the Company’s confidential and trade secret information relating to operations, products, and services. To continue to protect the Company’s interests, you reaffirm your entry into the Company’s Employee Proprietary Information Agreement (as mutually amended or superseded from time to time, the “EPIA”), executed by you prior to or on your start date with the Company. The EPIA provides for the arbitration of all disputes arising out of your employment and you reaffirm the mutual promise to arbitrate disputes described therein. The EPIA also contains certain restrictive covenants prohibiting you from soliciting the Company’s employees, interfering with the Company’s customers, and competing with the Company, each on the terms and conditions set forth in the EPIA (collectively, including the terms and conditions thereof, the “Restrictive Covenants”). By accepting this Agreement, you acknowledge that the Restrictive Covenants are reasonable and necessary to protect the Company’s legitimate business interests and that the terms and conditions of the Restrictive Covenants are fair and reasonable.
At-Will Employment. Please understand that this Agreement does not constitute a contract of employment for any specific length of time but instead continues an “at will” relationship which may be terminated with or without cause and with or without notice at any time by you or the Company, subject to the rights and benefits set forth in this Agreement. Further, your continued employment as well as your participation in any benefit programs does not assure you of continuing employment with the Company. This policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement approved by the Board of Directors of Firefly and signed by an officer of the Company.
Miscellaneous. This Agreement, and any documents referenced herein, sets forth the entire terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral, including the Prior Employment Letter. This Agreement will be governed by the laws of Texas, without regard to its conflict of laws provisions.
Amendment. This Agreement may not be modified or amended except by a written agreement signed by an officer of the Company.
Jason Kim
April 16, 2026
Page 3
To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to me. You may also retain a copy for your records.
Very truly yours, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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John Termotto |
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Chief People Officer |
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Date: |
4/16/2026 |
ACCEPTED AND AGREED:
I have read this letter agreement and agree to the terms set forth in this letter, including reaffirming the EPIA.
By: |
/s/ Jason Kim |
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Jason Kim |
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Date: |
4/16/2026 |
Exhibit A
Participation Agreement –
Firefly Aerospace Inc. Amended Executive Severance Plan
April 16, 2026
Re: Participation Agreement – Firefly Aerospace Inc. Amended Executive Severance Plan
Dear Jason Kim:
We are pleased to inform you that you have been designated as eligible to participate in the Firefly Aerospace Inc. Amended Executive Severance Plan (as it may be amended from time to time, the “Plan”) as a Tier 0 Eligible Executive (as defined in the Plan). Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of Sections 7(a) and 10 of the Plan, which create certain restrictions with respect to confidentiality, non-competition, non-solicitation, ownership of intellectual property, non-disparagement and post-termination cooperation. You agree that the covenants within Sections 7(a) and 10 of the Plan are reasonable in all respects.
You acknowledge and agree that the Plan and this Participation Agreement supersede all prior severance benefit policies, plans, agreements and arrangements of the Company or any other member of the Company Group (and supersedes all prior oral or written communications by the Company or any of other member of the Company Group with respect to severance benefits), and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Agreement.
This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Agreement in the space provided below and send a fully executed copy to John Termotto no later than April 17, 2026.
[Remainder of Page Intentionally Blank]
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Sincerely, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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Name: John Termotto |
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Title: Chief People Officer |
ACCEPTED AND AGREED:
By: |
/s/ Jason Kim |
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Jason Kim |
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Date: |
4/16/2026 |
ANNEX A
FIREFLY AEROSPACE INC.
AMENDED EXECUTIVE SEVERANCE PLAN
[See attached.]
Exhibit 10.2
April 16, 2026
Darren Ma
Dear Darren:
This letter agreement (this “Agreement”) amends and restates the terms and conditions of your continued employment with Firefly Aerospace Inc. (“Firefly” or the “Company”) as our Chief Financial Officer, and supersedes and replaces that certain letter agreement dated as of March 13, 2025 (the “Prior Employment Letter”). This Agreement outlines the core important aspects of your employment with Firefly, an “at-will” employer.
Title and Reporting Structure. In your capacity as our Chief Financial Officer, you will continue to report to the Chief Executive Officer.
Base Salary. Firefly will pay you a salary of $420,000 on an annualized basis, subject to applicable tax withholding (“Base Salary”). Your salary will be payable pursuant to the Company’s regular payroll policy in effect from time to time and is subject to review for increase, but not decrease, no less frequently than annually. This is an exempt position, meaning you will not be eligible for overtime compensation.
Short Term Incentive Compensation. During each fiscal year in which you are an employee of the Company you will also be eligible for an annual incentive bonus (“STI”) with a target amount equal to 60% of your Base Salary and paid upon the achievement of pre established performance metrics and, in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Chief Executive Officer or such other employee to whom you report deems relevant (collectively, such metrics, the “Performance Metrics”). Any STI earned for the preceding fiscal year will be paid on or before the last payday of the month following the finalization of the audit for that fiscal year end, and, except as otherwise set forth below, you must be employed on the payout date to receive payment of such STI.
Severance. Upon your execution of the Participation Agreement attached hereto as Exhibit A, you will become eligible to participate in the Company’s Amended Executive Severance Plan, pursuant to the terms and conditions therein. You hereby agree that any termination payments or benefits to which you may be entitled to under the Amended Executive Severance Plan are in lieu of all prior severance benefit policies, plans, agreements and arrangements, including the Prior Employment Letter, and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
Tax Withholding and Section 409A. All amounts paid under this Agreement shall be paid less all applicable tax withholdings and any other withholdings required by law or authorized by you. The provisions of this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing,
Darren Ma
April 16, 2026
Page 2
nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other individual or entity. To the extent necessary to avoid adverse tax consequences under Section 409A, any payment that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service (to the extent required by Section 409A(a)(2)(B)(i)).
Employee Benefits - Group Plans. As a regular full-time employee, you have the opportunity to participate in the standard benefit plans that Firefly offers to other similarly situated employees, subject to the terms and provisions of such plans including applicable waiting periods. Details about these benefits are available for your review. Firefly offers medical, dental, and vision insurance and 401k. With the exception of the employment at-will policy discussed below, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees.
Employee Proprietary Information Agreement. As an employee of the Company, you have become knowledgeable about the Company’s confidential and trade secret information relating to operations, products, and services. To continue to protect the Company’s interests, you reaffirm your entry into the Company’s Employee Proprietary Information Agreement (as mutually amended or superseded from time to time, the “EPIA”), executed by you prior to or on your start date with the Company. The EPIA provides for the arbitration of all disputes arising out of your employment and you reaffirm the mutual promise to arbitrate disputes described therein. The EPIA also contains certain restrictive covenants prohibiting you from soliciting the Company’s employees, interfering with the Company’s customers, and competing with the Company, each on the terms and conditions set forth in the EPIA (collectively, including the terms and conditions thereof, the “Restrictive Covenants”). By accepting this Agreement, you acknowledge that the Restrictive Covenants are reasonable and necessary to protect the Company’s legitimate business interests and that the terms and conditions of the Restrictive Covenants are fair and reasonable.
At-Will Employment. Please understand that this Agreement does not constitute a contract of employment for any specific length of time but instead continues an “at will” relationship which may be terminated with or without cause and with or without notice at any time by you or the Company, subject to the rights and benefits set forth in this Agreement. Further, your continued employment as well as your participation in any benefit programs does not assure you of continuing employment with the Company. This policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement approved by the Board of Directors of Firefly and signed by an officer of the Company.
Miscellaneous. This Agreement, and any documents referenced herein, sets forth the entire terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral, including the Prior Employment Letter. This Agreement will be governed by the laws of Texas, without regard to its conflict of laws provisions.
Amendment. This Agreement may not be modified or amended except by a written agreement signed
Darren Ma
April 16, 2026
Page 3
by an officer of the Company.
To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to me. You may also retain a copy for your records.
Very truly yours, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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John Termotto |
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Chief People Officer |
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Date: |
4/16/2026 |
ACCEPTED AND AGREED:
I have read this letter agreement and agree to the terms set forth in this letter, including reaffirming the EPIA.
By: |
/s/ Darren Ma |
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Darren Ma |
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Date: |
4/16/2026 |
Exhibit A
Participation Agreement –
Firefly Aerospace Inc. Amended Executive Severance Plan
April 16, 2026
Re: Participation Agreement – Firefly Aerospace Inc. Amended Executive Severance Plan
Dear Darren Ma:
We are pleased to inform you that you have been designated as eligible to participate in the Firefly Aerospace Inc. Amended Executive Severance Plan (as it may be amended from time to time, the “Plan”) as a Tier 1 Eligible Executive (as defined in the Plan). Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of Sections 7(a) and 10 of the Plan, which create certain restrictions with respect to confidentiality, non-competition, non-solicitation, ownership of intellectual property, non-disparagement and post-termination cooperation. You agree that the covenants within Sections 7(a) and 10 of the Plan are reasonable in all respects.
You acknowledge and agree that the Plan and this Participation Agreement supersede all prior severance benefit policies, plans, agreements and arrangements of the Company or any other member of the Company Group (and supersedes all prior oral or written communications by the Company or any of other member of the Company Group with respect to severance benefits), and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Agreement.
This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Agreement in the space provided below and send a fully executed copy to John Termotto no later than April 17, 2026.
[Remainder of Page Intentionally Blank]
Sincerely, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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Name: John Termotto |
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Title: Chief People Officer |
ACCEPTED AND AGREED:
By: |
/s/ Darren Ma |
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Darren Ma |
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Date: |
4/16/2026 |
ANNEX A
FIREFLY AEROSPACE INC.
AMENDED EXECUTIVE SEVERANCE PLAN
[See attached.]
Exhibit 10.3
April 16, 2026
Ramon Sanchez
Dear Ramon:
This letter agreement (this “Agreement”) amends and restates the terms and conditions of your continued employment with Firefly Aerospace Inc. (“Firefly” or the “Company”) as our Chief Operating Officer, and supersedes and replaces that certain letter agreement dated as of December 9, 2025 (the “Prior Employment Letter”). This Agreement outlines the core important aspects of your employment with Firefly, an “at-will” employer.
Title and Reporting Structure. In your capacity as our Chief Operating Officer, you will continue to report to the Chief Executive Officer.
Base Salary. Firefly will pay you a salary of $425,000 on an annualized basis, subject to applicable tax withholding (“Base Salary”). Your salary will be payable pursuant to the Company’s regular payroll policy in effect from time to time and is subject to review for increase, but not decrease, no less frequently than annually. This is an exempt position, meaning you will not be eligible for overtime compensation.
Short Term Incentive Compensation. During each fiscal year in which you are an employee of the Company you will also be eligible for an annual incentive bonus (“STI”) with a target amount equal to 50% of your Base Salary and paid upon the achievement of pre established performance metrics and, in part, on your performance and the performance of the Company during the calendar year, as well as any other criteria the Chief Executive Officer or such other employee to whom you report deems relevant (collectively, such metrics, the “Performance Metrics”). Any STI earned for the preceding fiscal year will be paid on or before the last payday of the month following the finalization of the audit for that fiscal year end, and, except as otherwise set forth below, you must be employed on the payout date to receive payment of such STI.
Severance. Upon your execution of the Participation Agreement attached hereto as Exhibit A, you will become eligible to participate in the Company’s Amended Executive Severance Plan, pursuant to the terms and conditions therein. You hereby agree that any termination payments or benefits to which you may be entitled to under the Amended Executive Severance Plan are in lieu of all prior severance benefit policies, plans, agreements and arrangements, including the Prior Employment Letter, and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
Tax Withholding and Section 409A. All amounts paid under this Agreement shall be paid less all applicable tax withholdings and any other withholdings required by law or authorized by you. The provisions of this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing,
Ramon Sanchez
April 16, 2026
Page 2
nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with Section 409A) from you to the Company or to any other individual or entity. To the extent necessary to avoid adverse tax consequences under Section 409A, any payment that is subject to Section 409A and that is contingent on a termination of employment is contingent on a “separation from service” within the meaning of Section 409A. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. If, upon separation from service, you are a “specified employee” within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid within six months after your separation from service will instead be paid in the seventh month following your separation from service (to the extent required by Section 409A(a)(2)(B)(i)).
Employee Benefits - Group Plans. As a regular full-time employee, you have the opportunity to participate in the standard benefit plans that Firefly offers to other similarly situated employees, subject to the terms and provisions of such plans including applicable waiting periods. Details about these benefits are available for your review. Firefly offers medical, dental, and vision insurance and 401k. With the exception of the employment at-will policy discussed below, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees.
Employee Proprietary Information Agreement. As an employee of the Company, you have become knowledgeable about the Company’s confidential and trade secret information relating to operations, products, and services. To continue to protect the Company’s interests, you reaffirm your entry into the Company’s Employee Proprietary Information Agreement (as mutually amended or superseded from time to time, the “EPIA”), executed by you prior to or on your start date with the Company. The EPIA provides for the arbitration of all disputes arising out of your employment and you reaffirm the mutual promise to arbitrate disputes described therein. The EPIA also contains certain restrictive covenants prohibiting you from soliciting the Company’s employees, interfering with the Company’s customers, and competing with the Company, each on the terms and conditions set forth in the EPIA (collectively, including the terms and conditions thereof, the “Restrictive Covenants”). By accepting this Agreement, you acknowledge that the Restrictive Covenants are reasonable and necessary to protect the Company’s legitimate business interests and that the terms and conditions of the Restrictive Covenants are fair and reasonable.
At-Will Employment. Please understand that this Agreement does not constitute a contract of employment for any specific length of time but instead continues an “at will” relationship which may be terminated with or without cause and with or without notice at any time by you or the Company, subject to the rights and benefits set forth in this Agreement. Further, your continued employment as well as your participation in any benefit programs does not assure you of continuing employment with the Company. This policy of at-will employment is the entire agreement as to the duration of your employment and may only be modified in an express written agreement approved by the Board of Directors of Firefly and signed by an officer of the Company.
Miscellaneous. This Agreement, and any documents referenced herein, sets forth the entire terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral, including the Prior Employment Letter. This Agreement will be governed by the laws of Texas, without regard to its conflict of laws provisions.
Amendment. This Agreement may not be modified or amended except by a written agreement signed
Ramon Sanchez
April 16, 2026
Page 3
by an officer of the Company.
To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to me. You may also retain a copy for your records.
Very truly yours, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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John Termotto |
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Chief People Officer |
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Date: |
4/16/2026 |
ACCEPTED AND AGREED:
I have read this letter agreement and agree to the terms set forth in this letter, including reaffirming the EPIA.
By: |
/s/ Ramon Sanchez |
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Ramon Sanchez |
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Date: |
4/15/2026 |
Exhibit A
Participation Agreement –
Firefly Aerospace Inc. Amended Executive Severance Plan
April 16, 2026
Re: Participation Agreement – Firefly Aerospace Inc. Amended Executive Severance Plan
Dear Ramon Sanchez:
We are pleased to inform you that you have been designated as eligible to participate in the Firefly Aerospace Inc. Amended Executive Severance Plan (as it may be amended from time to time, the “Plan”) as a Tier 1 Eligible Executive (as defined in the Plan). Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement. A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes. Unless otherwise defined herein, capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan.
In signing below, you expressly agree to be bound by, and promise to abide by, the terms of Sections 7(a) and 10 of the Plan, which create certain restrictions with respect to confidentiality, non-competition, non-solicitation, ownership of intellectual property, non-disparagement and post-termination cooperation. You agree that the covenants within Sections 7(a) and 10 of the Plan are reasonable in all respects.
You acknowledge and agree that the Plan and this Participation Agreement supersede all prior severance benefit policies, plans, agreements and arrangements of the Company or any other member of the Company Group (and supersedes all prior oral or written communications by the Company or any of other member of the Company Group with respect to severance benefits), and all such prior policies, plans, arrangements and communications are hereby null and void and of no further force and effect, solely with respect to your severance entitlements set forth therein.
You further acknowledge and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal consequences of your participation in the Plan before signing this Participation Agreement.
This Participation Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
Please execute this Participation Agreement in the space provided below and send a fully executed copy to John Termotto no later than April 17, 2026.
[Remainder of Page Intentionally Blank]
Sincerely, |
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FIREFLY AEROSPACE INC. |
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By: |
/s/ John Termotto |
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Name: John Termotto |
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Title: Chief People Officer |
ACCEPTED AND AGREED:
By: |
/s/ Ramon Sanchez |
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Ramon Sanchez |
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Date: |
4/15/2026 |
ANNEX A
FIREFLY AEROSPACE INC.
AMENDED EXECUTIVE SEVERANCE PLAN
[See attached.]
Exhibit 10.4
FIREFLY AEROSPACE INC. AMENDED EXECUTIVE SEVERANCE PLAN
Firefly Aerospace Inc., a Delaware corporation (“Company”), has adopted the Firefly Aerospace Inc. Amended Executive Severance Plan (“Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after 01 January 2026 (“Effective Date”). The Plan is intended to be maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees.
For purposes of the Plan, the following terms shall have the respective meanings set forth below:
Tier |
Role Description |
Applicable Positions |
Tier 0 |
Chief Executive Officer |
CEO |
Tier 1 |
Section 16 and select critical C-Suite Leaders. |
CFO, COO, CPO, GC, CTO, CEO-SciTec, CAO. |
Tier 2 |
Vice-Presidents & select Senior Leaders reporting to the CEO. |
President-SciTec, VPs (Launch, Spacecraft, Engineering, Production, Reliability, Finance, Business Development, Marketing, Supply Chain), CIO, Chief of Staff, and other designated roles. |
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The Committee shall be responsible for the oversight of the Plan, including interpretation, decisions pertaining to eligibility, computation of severance benefits, and review of claims denials. The Committee has absolute discretion in the exercise of its powers and responsibilities. The Committee and its members shall be indemnified and held harmless by the Company against any and all expenses and liabilities arising out of their administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of their own gross negligence or willful misconduct.
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Only individuals who are Eligible Executives (as designated by the Committee in accordance with Section 2(v)) may participate in the Plan. By executing a Participation Agreement, the Eligible Executive acknowledges and agrees that the Plan supersedes all prior agreements, practices, policies, procedures and plans relating to severance payments or benefits from all members of the Company Group with respect to the Eligible Executives.
Tier |
Severance Period |
Cash Severance (Base Salary Multiplier) |
Tier 0 (CEO) |
1 year |
1 year annual Base Salary |
Tier 1 (Sec. 16 Officers/C-Suite) |
1 year |
1 year annual Base Salary |
Tier 2 (Senior Leadership) |
6 months |
6 months annual Base Salary |
Tier |
COBRA Benefit Duration |
Tier 0 (CEO) |
1 year |
Tier 1 (Sec. 16 Officer/C-Suite) |
1 year |
Tier 2 (Senior Leadership) |
6 months |
Tier |
Bonus Payment |
Tier 0 (CEO) |
The Target Annual Bonus in effect for the year |
Tier 1 (Sec. 16 Officer/C-Suite) |
If the termination occurs prior to or on June 30, then the Target Annual Bonus prorated through the termination date, or if the |
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Tier |
Bonus Payment |
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termination occurs after June 30, then a prorated annual bonus in effect for the year at the actual performance achieved prior to, and prorated through, the termination date. |
Tier 2 (Senior Leadership) |
If the termination occurs prior to or on June 30, then the Target Annual Bonus, prorated through the termination date, or if the termination occurs after June 30, then a prorated annual bonus in effect for the year at the actual performance achieved prior to, and prorated through, the termination date. |
This bonus payment will be paid in a single installment on the Company’s first ordinary payroll date within 30 days of finalizing the severance agreement.
Tier |
RSU Acceleration |
Tier 0 (CEO) |
1 year |
Tier 1 (Sec. 16 Officer/C-Suite) |
1 year |
Tier 2 (Senior Leadership) |
6 months |
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Tier |
Cash Severance (Base Salary Multiplier) |
Bonus Payout |
COBRA Benefit Duration |
Tier 0 (CEO) |
2x annual Base Salary |
2x Target Annual Bonus |
2 years |
Tier 1 (Sec. 16 Officer/C-Suite) |
1x annual Base Salary |
1x Target Annual Bonus |
1 year |
Tier 2 (Senior Leadership) |
1x annual Base Salary |
1x Target Annual Bonus |
1 year |
In the event an Eligible Executive’s employment terminates due to Death, qualifying Retirement, or qualifying Disability, such Eligible Executive (or their estate/beneficiary) shall be entitled to the Accrued Amounts and, subject to the Release Requirement (where applicable), the following benefits, which cash components will be paid in a lump sum on the first ordinary payroll date within 30 days of finalizing the severance agreement:
Tier |
Base Salary Payout |
Bonus Payout |
Equity Treatment |
COBRA Benefit Duration |
All Tiers; Retirement & Disability |
1x yearly Base Salary |
If the termination occurs prior to or on June 30, then the Target Annual Bonus, prorated through the termination date, or if the termination occurs after June 30, then a prorated annual bonus in effect for the year at the actual performance achieved prior to, and prorated through, the termination date. |
RSUs, including IPO Grants, vest in accordance with Section 5(a)(iv)1) above.
PSUs vest in accordance with Section 5(a)(iv)3) above. |
1 year |
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Tier |
Base Salary Payout |
Bonus Payout |
Equity Treatment |
COBRA Benefit Duration |
All Tiers; Death |
1x yearly Base Salary |
If the termination occurs prior to or on June 30, then the Target Annual Bonus, prorated through the termination date, or if the termination occurs after June 30, then a prorated annual bonus in effect for the year at the actual performance achieved prior to, and prorated through, the termination date. |
All RSUs or PSUs unvested on the Date of Termination shall immediately vest on the Date of Termination in full. |
1 year |
The affected Executive should recognize that, while the options may remain exercisable beyond the ninety (90) day period (one year, in the case of a termination due to permanent and total disability), if the option is an incentive stock option such extension will result in the option becoming subject to tax treatment as a nonqualified stock option (NQSO).
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Notwithstanding anything to the contrary in the Plan, if an Eligible Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in the Plan would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in the Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits will be one dollar less than three times such Eligible Executive’s “base amount” (the "Best Net Approach") or (b) paid in full, whichever produces the better net after-tax position to such Eligible Executive. The determination as to whether any such reduction is necessary shall be made by the Company in good faith.
Subject to Section 8, the Company and the Eligible Executive mutually agree to the following covenants:
Nothing in this Plan shall prevent either the Company or the Eligible Executive from: (i) making truthful statements when required by law, court order, subpoena, or other compulsory legal or regulatory process, or (ii) making any statements necessary for the enforcement or defense of this Plan or any other rights of the Parties.
Each Eligible Executive agrees that during the Eligible Executive’s employment with the Company Group and thereafter (regardless of whether the Eligible Executive resigns or the Eligible Executive’s employment is terminated by the Company Group or the reason for such resignation or termination), the Eligible Executive shall provide reasonable and timely cooperation in connection with: (a) any actual or threatened litigation, inquiry, review, investigation, process, or other matter, action, or proceeding (whether conducted by or before any court, regulatory, or governmental entity, or by or on behalf of the Company Group, or otherwise), that relates to events occurring during the Eligible Executive’s employment by the Company Group or about which the Company Group otherwise believes the Eligible Executive may have relevant information; (b) the transitioning of the Eligible Executive’s role and responsibilities to other personnel; and (c) the provision of information in response to the Company Group’s requests and inquiries in connection with the Eligible Executive’s separation of employment. Each Eligible Executive’s cooperation shall include being available to (i) meet with and provide information to the Company Group and its counsel or other agents in connection with fact-finding, investigatory, discovery, and/or pre-litigation or other proceeding issues, and (ii) provide truthful testimony (including via affidavit, deposition, at trial, or otherwise) in connection with any such matter, all without the requirement of being subpoenaed.
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If an Eligible Executive ceases to be employed by any member of the Company Group, the Eligible Executive hereby grants consent to notification by the Company Group to any new employer, any third party engaging the Eligible Executive’s services, or any entity to which the Eligible Executive becomes a partner, member, employee or otherwise engaged about the Eligible Executive’s rights and obligations under the Plan.
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Firefly Aerospace Inc.
2203 Scottsdale Dr.
Leander, TX 78641
c/o General Counsel
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